Brochure

OFFER OF SALE
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 fol-
lowing 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 docu-
ment are valid for 30 days. After 30 days, Seller may
change prices to reflect any increase in its costs re-
sulting from state, federal or local legislation, price
increases from its suppliers, or any change in the
rate, charge, or classification of any carrier. The pric-
es stated on the reverse or preceding pages of this
document do not include any sales, use, or other
taxes unless so stated specifically. Unless otherwise
specified by Seller, all prices are F.O.B. Seller’s facil-
ity, and payment is due 30 days from the date of in-
voice. After 30 days, 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 tender to the carrier at Seller’s facil-
ity (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 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 ship-
ping charges incurred by Seller due to Buyer’s
changes in shipping, product specifications or in ac-
cordance 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 first. 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 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 any
amount due to Seller from Buyer) must be com-
menced within thirteen months from the date of
tender of delivery by Seller or, for a cause of action
based upon an alleged breach of warranty, 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
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. 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 mak-
ing 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 ap-
plications and reasonably foreseeable uses of the
Products or systems.
9. Loss to Buyer’s Property. Any designs, tools,
patterns, materials, drawings, confidential informa-
tion 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 placing an order for the items which are man-
ufactured 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 im-
posed for any special tooling, including without limi-
tation, 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
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
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.
Seller shall have a security 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 copy-
right infringement or any other claim, brought by
or incurred by Buyer, Buyer’s employees, or any
other person, arising out of: (a) improper selection,
improper application or other misuse of Products
purchased by Buyer from Seller; (b) any act or omis-
sion, negligent or otherwise, of Buyer; (c) Seller’s
use of patterns, plans, drawings, or specifications
furnished by Buyer to manufacture Product; or (d)
Buyer’s failure to comply with these terms and con-
ditions. 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
consequential loss or damage. Seller may change
product features, specifications, designs and avail-
ability with notice to Buyer.
14. Limitation on Assignment. Buyer may not as-
sign 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 final, 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 provision 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 provi-
sions of this agreement will remain in full force and
effect.
17. Termination. This agreement may be termi-
nated 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 filing 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 benefit
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 gov-
erned and construed in accordance with the laws
of the State of Ohio, as applicable to contracts ex-
ecuted and wholly performed therein and without
regard to conflicts of laws principles. Buyer irrevoca-
bly 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 arbitra-
tion 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
indemnify Buyer against allegations of infringe-
ment 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 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 a Product is subject
to a claim that it infringes the Intellectual Property
Rights of a third party, Seller may, at its sole ex-
pense 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 reasonable allowance for deprecia-
tion. 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 specified in whole or part by Buyer, or infringe-
ments resulting from the modification, 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 manufac-
ture, sale or delivery of Products.
21. Equal Opportunity Clause. For the performance
of government contracts and where dollar value
of the Products exceed $10,000, the equal employ-
ment 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.