Page 416 - Catalog4400.pdf

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E-58 Hose Products Division
Parker Hannifn Corporation
Wickliffe, Ohio
www.parkerhose.com
Catalog 4400 US Technical
Offer of Sale
The items described in this document and other documents
or descriptions provided by Parker Hannifn Corporation,
as subsidiaries and its authorized distributors are hereby
offered for sale at prices to be established by Parker Hannifn
Corporation, its subsidiaries and its authorized distributors.
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 such item, when communicated to
Parker Hannifn Corporation, its subsidiary or an authorized
distributor (“Seller”) verbally or in writing, shall constitute
acceptance of this offer.
1. Terms and Conditions of Sale: All descriptions, quotations, proposals, offers,
acknowledgments, acceptances and sales of Seller’s products are subject
to and shall be governed exclusively by the terms and conditions stated
herein. Buyer’s acceptance of any offer to sell is limited to these terms and
conditions. Any terms or conditions in addition to, or inconsistent with those
stated herein, proposed by Buyer in any acceptance of an offer by Seller,
are hereby objected to. No such additional, different or inconsistent terms
and conditions shall become part of the contract between Buyer and Seller
unless expressly accepted in writing by Seller. Seller’s acceptance of any
offer to purchase by Buyer is expressly conditional upon Buyer’s assent to
all the terms and conditions stated herein, including any terms in addition to,
or inconsistent with those contained in Buyer’s offer. Acceptance of Seller’s
products shall in all events constitute such assent.
2. Payment: Payment shall be made by Buyer net 30 days from the date of
delivery of the items purchased hereunder. Any claims by Buyer for omissions
or shortages in a shipment shall be waived unless Seller receives notice
thereof within 30 days after Buyer’s receipt of the shipment.
3. Delivery: Unless otherwise provided on the face hereof, delivery shall be made
F.O.B. Seller’s plant. Regardless of the method of delivery, however, risk of
loss shall pass to Buyer upon Seller’s delivery to a carrier. Any delivery dates
shown are approximate only and Seller shall have no liability for any delays
in delivery.
4. Warranty: Seller warrants that the items sold thereunder shall be free
from defects in material or workmanship for a period of 365 days from the
date of shipment to Buyer, or 2,000 hours of use, whichever expires frst.
THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY
PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER MAKES NO
OTHERWARRANTY, GAURANTEE, OR REPRESENTATION OFANY KIND
WHATSOEVER.ALLOTHERWARRANTIES, INCLUDINGBUTNOTLIMITED
TO, MERCHANTIBILITY AND FITNESS FOR PURPOSE, WHETHER
EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE
USAGE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED.
NOTWITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES
WHATSOEVERON ITEMSBUILTORACQUIREDWHOLELYORPARTIALLY,
TO BUYER’S DESIGNS OR SPECIFICATIONS.
5. Limitation Of Remedy: SELLER’S LIABILITY ARISING FROM OR IN ANY
WAY CONNECTED WITH THE ITEMS SOLD OR THIS CONTRACT SHALL
BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE
ITEMS SOLD OR REFUND OF THE PURCHASE PRICE PAID BY BUYER,
AT SELLER’S SOLE OPTION. IN NO EVENT SHALL SELLER BE LIABLE
FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF
ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED
TO LOST PROFITS ARISING FROM OR IN ANY WAY CONNECTED
WITH THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER
ALLEGED TO ARISE FROM BREACH OF CONTRACT, EXPRESS OR
IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION,
NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY.
6. Changes, Reschedules and Cancellations: Buyer may request to modify the
designs or specifcations for the items sold herunder as well as the quantities
and delivery dates thereof, or may request to cancel all or part of this order,
however, no such requested modifcation or cancellation shall become part
of the contract between Buyer and Seller unless accepted by Seller in a
written amendment to this Agreement. Acceptance of any such requested
modifcation or cancellation shall be at Seller’s discretion, and shall be upon
such terms and conditions as Seller may require.
7. Special Tooling: A tooling charge may be imposed for any special tooling,
including without limitation, dies, fxtures, molds and patterns, acquired to
manufacture items sold pursuant to this contract. 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 items sold hereunder, 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.
8. Buyer’s Property: Any designs, tools, patterns, materials, drawings, confdential
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 (2) 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.
9. Taxes: Unless otherwise indicated on the face hereof, 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 the items sold hereunder. If any such taxes must be paid by Seller of if
Seller is liable for the collection of such tax, the amount thereof shall be in
additon to the amounts for the items sold. Buyer agrees to pay all such taxes
or to reimburse Seller therefore upon receipt of its invoice. If Buyer claims
exemption from any sales, use or other tax imposed by any taxing authority,
Buyer shall save Seller harmless from and against any such tax, together with
any interest or penalties thereon which may be assessed if the items are held
to be taxable.
10.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 Part 10.
Seller will defend and indemnify Buyer against allegations of infringement
of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets
(hereinafter “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 an item sold pursuant to
this contract infringes in 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 an item
sold hereunder is subject to a claim that it infringes the Intellectual Property
Rights of a third party, Seller may, at its sole expense and options, procure for
Buyer the right to continue using said item, replace or modify said item so as
to make it noninfringing, or offer to accept return of said item 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 items delivered hereunder for
which the designs are specifed in whole or part by Buyer, or infringements
resulting from the modifcation, combination or use in a system of any item sold
hereunder. The foregoing provisions of this Part 10 shall constitute Seller’s sole
and exclusive liability and Buyer’s sole and exclusive remedy for infringement
of Intellectual Property Rights.
If a claim is based on information provided by Buyer or if the design for an
item delivered hereunder is specifed in whole or in part by Buyer, Buyer shall
defend and indemnify Seller for all costs, expenses or judgments resulting
from any claim that such item infriges any patent, trademark, copyright, trade
dress, trade secret or any similiar right.
11.Force Majeure: Seller does not assume the risk of 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, acts of God, strikes or labor disputes, acts, laws, rules or regulations
of any government or government agency, fres, foods, delays or failures in
delivery of carriers or suppliers, shortages of materials and any other cause
beyond Seller’s control.
12.Entire Agreement/Governing Law: The terms and conditions set forth herein,
together with any amendments, modifcations and any different terms or
conditions expressly accepted by Seller in writing, shall constitute the
entire Agreement concerning the items sold, and there are no oral or other
representations or agreements which pertain thereto. This Agreement shall
be governed in all respects by the law of the State of Ohio. No actions arising
out of the sale of the items sold hereunder or this Agreement may be brought
by either party more than two (2) years after the cause of action accrues.