Pneumatic Products
Offer of Sale
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.
LIMITATIONOF LIABILITY.
UPONNOTIFICATION, SELLERWILL, AT ITSOPTION,
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, may 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
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”.
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) the 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 the 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.
02/12
Parker Hannifin Corporation
Pneumatic Division
Richland, Michigan
www.parker.com/pneumatics
J5
Catalog PDN1000-3US
Parker Pneumatic
J
Offer of Sale