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 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”.
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 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
shipping charges incurred by Seller due to Buyer’s acts
or omissions.
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. 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 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.
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 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.
10. 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.
11. 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 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 omission, 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 conditions. Seller shall not indemnify Buyer
under any circumstance except as otherwise provided.
12. 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 availability with notice
to Buyer.
13. Limitation on Assignment. Buyer may not assign
its rights or obligations under this agreement without
the prior written consent of Seller.
14. Force Majeure. Seller does not assume the risk
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, strikes or
labor disputes, acts of any government or government
agency, acts of nature, delays or failures in delivery
from carriers or suppliers, shortages of materials, or
any other cause beyond Seller’s reasonable control.
15. 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 provisions of
this agreement will remain in full force and effect.
16. Termination. Seller may terminate this agreement
for any reason and at any time by giving Buyer thirty
(30) days written notice of termination. Seller may
immediately terminate this agreement, in writing, if
Buyer: (a) commits a breach of any provision of this
agreement (b) appointments a trustee, receiver or
custodian for all or any part of Buyer’s property (c)
files a petition for relief in bankruptcy on its own
behalf, or by a third party (d) makes an assignment
for the benefit of creditors, or (e) dissolves or liquidates
all or a majority of its assets.
17. 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 conflicts 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.
18. 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 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
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
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 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 Products delivered
hereunder for which the designs are specified in whole
or part by Buyer, or infringements 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.
19. 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 sale. All prior or contemporaneous
written or oral agreements or negotiations with respect
to the subject matter are herein merged.
20. Compliance with Law, U. K. Bribery Act and
U.S. Foreign Corrupt Practices Act. Buyer agrees
to comply with all applicable laws and regulations,
including both those of the United Kingdom and
the United States of America, and of the country or
countries of the Territory in which Buyer may operate,
including without limitation the U. K. Bribery Act, the
U.S. Foreign Corrupt Practices Act (“FCPA”) and the
U.S. Anti-Kickback Act (the “Anti-Kickback Act”), and
agrees to indemnify and hold harmless Seller from the
consequences of any violation of such provisions by
Buyer, its employees or agents. Buyer acknowledges
that they are familiar with the provisions of the U. K.
Bribery Act, the FCPA and the Anti-Kickback Act, and
certifies that Buyer will adhere to the requirements
thereof. In particular, Buyer represents and agrees that
Buyer shall not make any payment or give anything
of value, directly or indirectly to any governmental
official, any foreign political party or official thereof, any
candidate for foreign political office, or any commercial
entity or person, for the purpose of influencing such
person to purchase products or otherwise benefit the
business of Seller.