Brochure

OFFER OF SALE
The items described in this document and other documents and descriptions provided by Parker Hannin 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 or work described will be referred to as “Products”.
1. Terms and Conditions. Seller’s willingness to
offer Products, or accept an order for Products, to or
from Buyer is expressly conditioned on Buyer’s as-
sent to these Terms and Conditions and to the terms
and conditions found on-line at www.parker.com/
saleterms/. Seller objects to any contrary or additional
term or condition of Buyer’s order or any other docu-
ment issued by Buyer.
2. Price Adjustments; Payments. Prices stated on
the reverse side or preceding pages of this document
are valid for 30 days. After 30 days, Seller may change
prices to reect any increase in its costs resulting
from state, federal or local legislation, price increases
from its suppliers, or any change in the rate, charge,
or classication of any carrier. The prices stated on
the reverse or preceding pages of this document do
not include any sales, use, or other taxes unless so
stated specically. Unless otherwise specied by
Seller, all prices are F.O.B. Seller’s facility, and pay-
ment is due 30 days from the date of invoice. After 30
days, Buyer shall pay interest on any unpaid invoices
at the rate of 1.5% per month or the maximum allow-
able 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 tender to the carrier at Seller’s facility (i.e.,
when it’s on the truck, it’s yours). Unless otherwise
stated, Seller may exercise its judgment in choosing
the carrier and means of delivery. No deferment of
shipment at Buyers’ request beyond the respec-
tive 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 changes in shipping,
product specications or in accordance with Section
13, herein.
4. Warranty. Seller warrants that the Products sold
hereunder shall be free from defects in material or
workmanship for a period of twelve months from the
date of delivery to Buyer or 2,000 hours of normal
use, whichever occurs rst. This warranty is made
only to Buyer and does not extend to anyone to
whom Products are sold after purchased from Seller.
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. 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 60 days after delivery or, in the case
of an alleged breach of warranty, within 30 days after
the date within the warranty period on which the de-
fect 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 any amount due to Seller from
Buyer) must be commenced within thirteen months
from the date of tender of delivery by Seller or, for a
cause of action based upon an alleged breach of war-
ranty, within thirteen months from the date within the
warranty period on which the defect is or should have
been discovered by Buyer.
6. LIMITATION OF LIABILITY. UPON NOTIFICA-
TION, SELLER WILL, AT ITS OPTION, REPAIR OR RE-
PLACE A DEFECTIVE PRODUCT, OR REFUND THE
PURCHASE PRICE. IN NO EVENT SHALL SELLER
BE LIABLE TO BUYER FOR ANY SPECIAL, INDI-
RECT, INCIDENTAL OR CONSEQUENTIAL DAM-
AGES ARISING OUT OF, OR AS THE RESULT OF,
THE SALE, DELIVERY, NON-DELIVERY, SERVIC-
ING, 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 PUR-
CHASE PRICE OF THE PRODUCTS.
7. Contingencies. Seller shall not be liable for any
default or delay in performance if caused by circum-
stances beyond the reasonable control of Seller.
8. User Responsibility. The user, through its own
analysis and testing, is solely responsible for making
the nal selection of the system and Product and as-
suring 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 determin-
ing that such data and specications are suitable and
sufcient for all applications and reasonably foresee-
able uses of the Products or systems.
9. Loss to Buyer’s Property. Any designs, tools,
patterns, materials, drawings, condential 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
consecutive years have elapsed without Buyer plac-
ing 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.
10. Special Tooling. A tooling charge may be
imposed for any special tooling, including without
limitation, dies, xtures, molds and patterns, acquired
to manufacture Products. Such special tooling shall
be and remain Seller’s property notwithstanding pay-
ment 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 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.
11. Buyer’s Obligation; Rights of Seller. To secure
payment of all sums due or otherwise, Seller shall
retain a security interest in the goods delivered and
this agreement shall be deemed a Security Agree-
ment under the Uniform Commercial Code. Buyer
authorizes Seller as its attorney to execute and le on
Buyer’s behalf all documents Seller deems necessary
to perfect its security interest. Seller shall have a se-
curity interest in, and lien upon, any property of Buyer
in Seller’s possession as security for the payment of
any amounts owed to Seller by Buyer.
12. Improper use and Indemnity. Buyer shall
indemnify, defend, and hold Seller harmless from
any claim, liability, damages, lawsuits, and costs
(including attorney fees), whether for personal injury,
property damage, patent, trademark or copyright in-
fringement or any other claim, brought by or incurred
by Buyer, Buyer’s employees, or any other person,
arising out of: (a) improper selection, improper ap-
plication or other misuse of Products purchased by
Buyer from Seller; (b) any act or omission, negligent
or otherwise, of Buyer; (c) Seller’s use of patterns,
plans, drawings, or specications furnished by Buyer
to manufacture Product; or (d) Buyer’s failure to
comply with these terms and conditions. Seller shall
not indemnify Buyer under any circumstance except
as otherwise provided.
13. Cancellations and Changes. Orders shall not
be subject to cancellation or change by Buyer for
any reason, except with Seller’s written consent and
upon terms that will indemnify, defend and hold Seller
harmless against all direct, incidental and conse-
quential loss or damage. Seller may change product
features, specications, designs and availability with
notice to Buyer.
14. Limitation on Assignment. Buyer may not
assign its rights or obligations under this agreement
without the prior written consent of Seller.
15. Entire Agreement. This agreement contains
the entire agreement between the Buyer and Seller
and constitutes the nal, complete and exclusive
expression of the terms of the agreement. All prior
or contemporaneous written or oral agreements or
negotiations with respect to the subject matter are
herein merged.
16. Waiver and Severability. Failure to enforce any
provision of this agreement will not waive that provi-
sion nor will any such failure prejudice Seller’s right
to enforce that provision in the future. Invalidation of
any provision of this agreement by legislation or other
rule of law shall not invalidate any other provision
herein. The remaining provisions of this agreement
will remain in full force and effect.
17. Termination. This agreement may be terminated
by Seller for any reason and at any time by giving
Buyer thirty (30) days written notice of termination.
In addition, Seller may by written notice immediately
terminate this agreement for the following: (a) Buyer
commits a breach of any provision of this agreement
(b) the appointment of a trustee, receiver or custodian
for all or any part of Buyer’s property (c) the ling of a
petition for relief in bankruptcy of the other Party on
its own behalf, or by a third party (d) an assignment
for the benet of creditors, or (e) the dissolution or
liquidation of the Buyer.
18. Governing Law. This agreement and the sale
and delivery of all Products hereunder shall be
deemed to have taken place in and shall be governed
and construed in accordance with the laws of the
State of Ohio, as applicable to contracts executed
and wholly performed therein and without regard to
conicts of laws principles. Buyer irrevocably agrees
and consents to the exclusive jurisdiction and venue
of the courts of Cuyahoga County, Ohio with respect
to any dispute, controversy or claim arising out of
or relating to this agreement. Disputes between the
parties shall not be settled by arbitration unless, after
a dispute has arisen, both parties expressly agree in
writing to arbitrate the dispute.
19. 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 Section. Seller will defend and indem-
nify Buyer against allegations of infringement of U.S.
patents, U.S. trademarks, copyrights, trade dress and
trade secrets (“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 a Product
sold pursuant to this Agreement infringes the Intellec-
tual Property Rights of a third party. Seller’s obliga-
tion 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 a Product 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
the Product, replace or modify the Product so as to
make it noninfringing, or offer to accept return of the
Product and return the purchase price less a reason-
able allowance for depreciation. Notwithstanding the
foregoing, Seller shall have no liability for claims of
infringement based on information provided by Buyer,
or directed to Products delivered hereunder for which
the designs are specied in whole or part by Buyer,
or infringements resulting from the modication,
combination or use in a system of any Product sold
hereunder. The foregoing provisions of this Section
shall constitute Seller’s sole and exclusive liability and
Buyer’s sole and exclusive remedy for infringement of
Intellectual Property Rights.
20. Taxes. Unless otherwise indicated, 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 Products.
21. Equal Opportunity Clause. For the perfor-
mance of government contracts and where dollar
value of the Products exceed $10,000, the equal
employment opportunity clauses in Executive Order
11246, VEVRAA, and 41 C.F.R. §§ 60-1.4(a), 60-
741.5(a), and 60-250.4, are hereby incorporated.
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