Goodyear Rubber Products
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&Hydraulic&TechnicalAlphanumericThermoplasticPTFETooling&HoseCoiledAirHose,(Fleet)TruckApprovals& PneumaticDesignIndexTubing&HoseAccessoriesEquipmentFittingsProductsGuidesFit. Offer of Sale &HoseInformationFittings&Accessories 1. Terms and Conditions of Sale: All descriptions, quotations, proposals,agreed, Seller shall have the right to alter, discard or otherwise dispose offers, acknowledgments, acceptances and sales of Seller's productsof any special tooling or other property in its sole discretion at any time. are subject to and shall be governed exclusively by the terms and condi- tions stated herein. Buyer's acceptance of any offer to sell is limited to8. Buyer's Property: Any designs, tools, patterns, materials, drawings, these terms and conditions. Any terms or conditions in addition to, orconfidential information or equipment furnished to Seller by Buyer, or inconsistent with those stated herein, proposed by Buyer in any accep-any other items which become Buyer's property, may be considered tance of an offer by Seller, are hereby objected to. No such additional,obsolete and may be destroyed by Seller after two (2) consecutive years different or inconsistent terms and conditions shall become part of thehave elapsed without Buyer placing an order for the items which are contract between Buyer and Seller unless expressly accepted in writingmanufactured using such property. Seller shall not be responsible for by Seller. Seller's acceptance of any offer to purchase by Buyer is ex-any loss or damage to such property while it is in Seller's possession or pressly conditioned upon Buyer's assent to all the terms and conditionscontrol. stated herein, including any terms in addition to, or inconsistent with those contained in Buyer's offer. Acceptance of Seller's products shall9. Taxes: Unless otherwise indicated, all prices and charges are exclusive in all events constitute such assent. of excise, sales, use, property, occupational or like taxes which may be imposed by any taxing authority upon the manufacture, sale or delivery 2. Payment: Payment shall be made by Buyer net 30 days from the dateof the items sold hereunder. If any such taxes must be paid by Seller, or of delivery of the items purchased hereunder. Amounts not timely paidif Seller is liable for the collection of such tax, the amount thereof shall shall bear interest at the rate of 1-1/2% for each month or a portionbe in addition to the amounts for the items sold. Buyer agrees to pay all thereof that Buyer is late in making payment. Any claims by Buyer forsuch taxes or to reimburse Seller therefor upon receipt of its invoice. omissions or shortages in a shipment shall be waived unless SellerIf Buyer claims exemption from any sales, use or other tax imposed by receives notice thereof within 30 days after Buyer's receipt of the ship-any taxing authority, Buyer shall save Seller harmless from and against ment. any such tax, as well as any interest or penalties thereon which may be assessed if the items are held to be taxable. 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,10. Indemnity For Infringement of Intellectual Property Rights: Seller however, risk of loss shall pass to Buyer upon Seller's delivery to ashall have no liability for infringement of any patents, trademarks, carrier. Any delivery dates shown are approximate only and Seller shallcopyrights, trade dress, trade secrets or similar rights except as have no liability for any delays in delivery. provided in this Part 10. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, 4. Warranty: Seller warrants that the items sold hereunder shall be freecopyrights, trade dress and trade secrets (hereinafter `Intellectual from defects in materials or workmanship for a period of 365 days fromProperty Rights'). Seller will defend at its expense and will pay the cost the date of shipment to Buyer, or 2,000 hours of use, whichever expiresof any settlement or damages awarded in an action brought against first. THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRAN- Buyer based on an allegation that an item sold pursuant to this contract TY PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER MAKES infringes the Intellectual Property Rights of a third party. Seller's obli- NO OTHER WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY gation to defend and indemnify Buyer is contingent on Buyer notifying KIND WHATSOEVER. ALL OTHER WARRANTIES, INCLUDING BUT Seller within ten (10) days after Buyer becomes aware of such allega- NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR PURPOSE, tions of infringement, and Seller having sole control over the defense WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, of any allegations or actions, including all negotiations for settlement TRADE USAGE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED. 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, NOTWITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES at its sole expense and option, procure for Buyer the right to continue WHATSOEVER ON ITEMS BUILT OR ACQUIRED WHOLLY OR PARTIALLY, using said item, replace or modify said item so as to make it noninfring- TO BUYER'S DESIGNS OR SPECIFICATIONS. ing, or offer to accept return of said item and return the purchase price less a reasonable allowance for depreciation. 5. Limitation Of Remedy: SELLER'S LIABILITY ARISING FROM OR IN ANY WAY CONNECTED WITH THE ITEMS SOLD OR THIS CONTRACT SHALL Notwithstanding the foregoing, Seller shall have no liability for claims BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE of infringement based on information provided by Buyer, or directed to ITEMS SOLD, OR REFUND OF THE PURCHASE PRICE PAID BY BUYER, items delivered hereunder for which the designs are specified in whole AT SELLER'S SOLE OPTION. IN NO EVENT SHALL SELLER BE LIABLE or part by Buyer, or infringements resulting from the modification, FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF combination or use in a system of any item sold hereunder. The forego- ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED ing provisions of this Part 10 shall constitute Seller's sole and exclusive TO LOST PROFITS ARISING FROM OR IN ANY WAY CONNECTED WITH liability and Buyer's sole and exclusive remedy for infringement of Intel- THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER ALLEGED lectual Property Rights. TO ARISE FROM BREACH OF CONTRACT, EXPRESS OR IMPLIED WAR- RANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, If a claim is based on information provided by Buyer or if the design for FAILURE TO WARN OR STRICT LIABILITY. an item delivered hereunder is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or 6. Changes, Reschedules and Cancellations: Buyer may request to judgements resulting from any claim that such item infringes any pat- modify the designs or specifications for items sold hereunder as well ent, trademark, copyright, trade dress, trade secret or any similar right. as the quantities and delivery dates thereof, or may request to cancel all or part of an order, however, no such requested modification11. Force Majeure: Seller does not assume the risk of and shall not be li- or cancellation shall become part of the contract between Buyer able for delay or failure to perform any of Seller's obligations by reason and Seller unless accepted by Seller in a written amendment to of circumstances beyond the reasonable control of Seller (hereinafter this Agreement. Acceptance of any such requested modification of `Events of Force Majeure'). Events of Force Majeure shall include with- cancellation shall be at Seller's discretion, and shall be upon suchout limitation, accidents, acts of God, strikes or labor disputes, acts, terms and conditions as Seller may require. laws, rules or regulations of any government or government agency, fires, floods, delays or failures in delivery of carriers or suppliers, 7. Special Tooling: A tooling charge may be imposed for any special shortages of materials and any other cause beyond Seller's control. tooling, including without limitation, dies, fixtures, molds and patterns, acquired to manufacture items sold pursuant to this contract. Such12. Entire Agreement/Governing Law: The terms and conditions set forth special tooling shall be and remain Seller's property notwithstand-herein, together with any amendments, modifications and any different ing payment of any charges therefor by Buyer. In no event will Buyerterms or conditions expressly accepted by Seller in writing, shall con- acquire any interest in apparatus belonging to Seller which is utilizedstitute the entire Agreement concerning the items sold, and there are in the manufacture of the items sold hereunder, even if such apparatusno oral or other representations or agreements which pertain thereto. has been specially converted or adapted for such manufacture andThis Agreement shall be governed in all respects by the law of the State notwithstanding any charges paid by Buyer therefor. Unless otherwiseof 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. The items described in this document are hereby offered for sale at 306 Parker Hannifin Corporation Parflex Division Ravenna, Ohio
Goodyear Rubber Products
