Parker Hannifin Corporation
Fluid System Connectors
Otsego, Michigan
O10
Catalog 3501E
Offer of Sale
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 discre-
tion 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 be-
half 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 pay-
ment 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 infringe-
ment 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 pur-
chased 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 harmless against all direct, incidental and
consequential loss or damage. Seller may change product fea-
tures, specifications, 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 agree-
ment 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 nego-
tiations 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 fail-
ure 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 writ-
ten 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 ap-
pointment 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 allega-
tion 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 al-
legations 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 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 Intel-
lectual 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 govern-
ment 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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