PARKER-HANNIFIN CORPORATION
OFFER OF SALE
1. Definitions. As used herein, the following terms have the
meanings indicated.
Buyer: means any customer receiving a Quote for
Products.
Goods: means any tangible part, system or
component to be supplied by Seller.
Products: means the Goods, Services and/or Software
as described in a Quote.
Quote: means the offer or proposal made by Seller to
Buyer for the supply of Products.
Seller: means Parker-Hannifin Corporation, including
all divisions and businesses thereof.
Services: means any services to be provided by Seller.
Software: means any software related to the Goods,
whether embedded or separately
downloaded.
Terms: means the terms and conditions of this Offer
of Sale.
2. Terms. All sales of Products by Seller are expressly conditioned upon,
and will be governed by the acceptance of, these Terms. These Terms are
incorporated into any Quote provided by Seller to Buyer. Buyer’s order for
any Products whether communicated to Seller verbally, in writing, by
electronic data interface or other electronic commerce, shall constitute
acceptance of these Terms. Seller objects to any contrary or additional
terms or conditions of Buyer. Reference in Seller's order acknowledgement
to Buyer's purchase order or purchase order number shall in no way
constitute an acceptance of any of Buyer's terms or conditions of purchase.
No modification to these Terms will be binding on Seller unless agreed to in
writing and signed by an authorized representative of Seller.
3. Price; Payment. The Products set forth in the Quote are offered for sale
at the prices indicated in the Quote. Unless otherwise specifically stated in
the Quote, prices are valid for thirty (30) days and do not include any sales,
use, or other taxes or duties. Seller reserves the right to modify prices at
any time to adjust for any raw material price fluctuations. Unless otherwise
specified by Seller, all prices are F.C.A. Seller's facility (INCOTERMS 2020).
All sales are contingent upon credit approval and full payment for all
purchases is due thirty (30) days from the date of invoice (or such date as
may be specified in the Quote). Unpaid invoices beyond the specified
payment date incur interest at the rate of 1.5% per month or the maximum
allowable rate under applicable law.
4. Shipment; Delivery; Title and Risk of Loss. All delivery dates are
approximate, and Seller is not responsible for damages resulting from any
delay. Regardless of the manner of shipment, delivery occurs and title and
risk of loss or damage pass to Buyer, upon placement of the Products with
the carrier at Seller's facility. Unless otherwise agreed prior to shipment and
for domestic delivery locations only, Seller will select and arrange, at
Buyer’s sole expense, the carrier and means of delivery. When Seller
selects and arranges the carrier and means of delivery, freight and
insurance costs for shipment to the designated delivery location will be
prepaid by Seller and added as a separate line item to the invoice. Buyer
shall be responsible for any additional shipping charges incurred by Seller
due to Buyer’s acts or omissions. Buyer shall not return or repackage any
Products without the prior written authorization from Seller, and any return
shall be at the sole cost and expense of Buyer.
5. Warranty. The warranty for the Products is as follows: (i) Goods are
warranted as follows: (a) Transmissions are warranted against defects in
material or workmanship for the lesser of: i. eighteen (18) months from the
date of delivery by Seller, or ii. 750 hours of use for model HTE
transmissions, 1500 hours of use for model HTJ transmissions or 2000
hours of use for model HTG transmissions, (b) All other Goods, with the
exception of service parts, are warranted against defects in material or
workmanship for the lesser of eighteen (18) months from the date of delivery
by Seller or 2000 hours of use, and (c) service parts that are sold for
servicing of Transmissions or other Goods are warranted for ninety (90)
days from delivery by Seller or Seller’s authorized distributor; (ii) Services
shall be performed in accordance with generally accepted practices and
using the degree of care and skill that is ordinarily exercised and customary
in the field to which the Services pertain and are warranted for a period of
six (6) months from the date of completion of the Services; and (iii) Software
is only warranted to perform in accordance with applicable specifications
provided by Seller to Buyer for ninety (90) days from the date of delivery or,
when downloaded by a Buyer or end-user, from the date of the initial
download. All prices are based upon the exclusive limited warranty stated
above, and upon the following disclaimer: EXEMPTION CLAUSE;
DISCLAIMER OF WARRANTY, CONDITIONS, REPRESENTATIONS:
THIS WARRANTY IS THE SOLE AND ENTIRE WARRANTY,
CONDITION, AND REPRESENTATION, PERTAINING TO PRODUCTS.
SELLER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND
REPRESENTATIONS, WHETHER STATUTORY, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO
DESIGN, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS
FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT
THE SOFTWARE IS ERROR-FREE OR FAULT-TOLERANT, OR THAT
BUYER’S USE THEREOF WILL BE SECURE OR UNINTERRUPTED.
UNLESS OTHERWISE AUTHORIZED IN WRITING BY SELLER, THE
SOFTWARE SHALL NOT BE USED IN CONNECTION WITH
HAZARDOUS OR HIGH RISK ACTIVITIES OR ENVIRONMENTS.
EXCEPT AS EXPRESSLY STATED HEREIN, ALL PRODUCTS ARE
PROVIDED “AS IS”.
6. Claims; Commencement of Actions. Buyer shall promptly inspect all
Products upon receipt. No claims for shortages will be allowed unless
reported to Seller within ten (10) days of delivery. Buyer shall notify Seller
of any alleged breach of warranty within thirty (30) days after the date the
non-conformance is or should have been discovered by Buyer and, any
Goods alleged to be non-conforming must be returned to Seller upon
Seller’s request. Any claim or action against Seller based upon breach of
contract or any other theory, including tort, negligence, or otherwise must
be commenced within twelve (12) months from the date of the alleged
breach or other alleged event, without regard to the date of discovery.
7. LIMITATION OF LIABILITY. IN THE EVENT OF A BREACH OF
WARRANTY, SELLER WILL, AT ITS OPTION, REPAIR OR REPLACE
THE NON-CONFORMING PRODUCT, RE-PERFORM THE SERVICES,
OR REFUND THE PURCHASE PRICE PAID WITHIN A REASONABLE
PERIOD OF TIME. FOR ANY PRODUCT REPAIRED OR REPLACED,
THE REPAIRED OR REPLACED PRODUCT SHALL ONLY BE
WARRANTED FOR THE REMAINDER OF THE ORIGINAL WARRANTY
AS SET FORTH IN SECTION 5 ABOVE. IN NO EVENT IS SELLER
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES INCLUDING ANY LOSS OF REVENUE
OR PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHER
LEGAL THEORY. IN NO EVENT SHALL SELLER'S LIABILITY UNDER
ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE PAID
FOR THE PRODUCTS.
8. Confidential Information. Buyer acknowledges and agrees that any
technical, commercial, or other confidential information of Seller, including,
without limitation, pricing, technical drawings or prints and/or part lists,
which has been or will be disclosed, delivered or made available, whether
directly or indirectly, to Buyer (“Confidential Information”), has been and
will be received in confidence and will remain the property of Seller. Buyer
further agrees that it will not use Seller’s Confidential Information for any
purpose other than for the benefit of Seller.
9. Loss to Buyer's Property. Any tools, patterns, materials, equipment or
information furnished by Buyer or which are or become Buyer's property
(“Buyer’s Property”), will be considered obsolete and may be destroyed by
Seller after two (2) consecutive years have elapsed without Buyer ordering
the Products manufactured using Buyer’s Property. Furthermore, Seller
shall not be responsible for any loss or damage to Buyer’s Property while it
is in Seller's possession or control.
10. Special Tooling. “Special Tooling” includes but is not limited to tools,
jigs, fixtures and associated manufacturing equipment acquired or
necessary to manufacture Goods. Seller may impose a tooling charge for
any Special Tooling. 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 the Special Tooling, even if such Special
Tooling has been specially converted or adapted for manufacture of Goods
for Buyer and notwithstanding any charges paid by Buyer. Unless otherwise
agreed, Seller has the right to alter, discard or otherwise dispose of any
Special Tooling or other property owned by Seller in its sole discretion at
any time.
11. Security Interest. To secure payment of all sums due from Buyer,
Seller retains a security interest in all Products delivered to Buyer and,
Buyer’s acceptance of these Terms is deemed to be 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 Seller’s security interest.
12. User Responsibility. Buyer, through its own analysis and testing, is
solely responsible for making the final selection of the Products and
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