Brochure

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 assent 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 document
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 reflect 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
classification 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
specifically. Unless otherwise specified by Seller, all
prices are F.O.B. Seller’s facility, and payment 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 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 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 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 changes in shipping, product specifications 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 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 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 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, 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 PURCHASE PRICE
OF THE PRODUCTS.
7. Contingencies. Seller shall not be liable for any
default or delay in performance if caused by
circumstances beyond the reasonable control of Seller.
8. 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 foresee-
able uses of the Products or systems.
9. 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, 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 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, 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 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.
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 harm-
less against all direct, incidental and consequential loss
or damage. Seller may change product features, speci-
fications, 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 final, complete and exclusive expression
of the terms of the agreement. All prior or contempo-
raneous 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 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 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. 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
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 infringe-
ment, 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 allow-
ance 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.
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 performance
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.
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 or work
described will be referred to as “Products”.
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