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29621 07 Apdx 9/4/03 5:06 PM Page IV-2 Appendices Offer of Sale Appendices The items described in this document are hereby offered for sale at prices to be established by Parker Hannifin 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 item described in its document, when communicated to Parker Hannifin 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,8. Buyer's Property: Any designs, tools, patterns, materials, drawings, confidential acknowledgments, acceptances and sales of Seller's products aresubject to and shallinformation orequipment furnishedby theBuyer or any other items whichbecome Buyer's be governedexclusively by the terms and conditions stated herein.Buyer's acceptanceproperty, may be considered obsolete and may be destroyed by Seller after two (2) of any offer to sell is limited to these terms and conditions. Any terms or conditionsconsecutive years have elapsed without Buyer placing an order for the items which inadditionto, or inconsistent with thosestated herein,proposed byBuyerinanyacceptanceare manufactured using such property.Seller shall not be responsible for any loss or of an offer by Seller, are hereby objected to.No such additional, different or inconsis-damage to such property while it is in Seller's possession or control. tent terms and conditions shall become part of the contract between Buyer and 9. Taxes: Unless otherwise indicated on the face hereof, all prices and charges are Seller unless expressly accepted in writing by Seller.Seller's acceptance of any offer exclusiveof excise,sales, use, property, occupational orliketaxes which may be imposed to purchase by Buyer is expressly conditional upon Buyer's assent to all the termsand by any taxing authority upon the manufacture, sale or delivery of the items sold conditions stated herein, including any terms in addition to, or inconsistent with those hereunder. If any such taxes must be paid by Seller or if Seller is liable for the contained inBuyer's offer.Acceptance of Seller's products shall in all events constitute collection of such tax, the amount thereof shall be in addition to the amounts for the such assent. items sold.Buyer agrees to pay all such taxes or to reimburse Seller therefore upon 2. Payment: Payment shall be made by Buyer net 30 days from the date of deliveryreceipt of its invoice. If Buyer claims exemption from any sales, use or other tax of the items purchased hereunder.Amounts not timely paid shall bear interest of 1%imposed by any taxing authority, Buyer shall save Seller harmless from and against for each month or a portion thereof that Buyer is late in making payment. Any claimsany such tax, together with any interest or penalties thereon which may be assessed by Buyer for omissions or shortages in a shipment shall be waived unless Seller receivesif the items are held to be taxable. notice thereof within 30 days after Buyer's receipt of the shipment. 10. Indemnity For Infringement of Intellectual Property Rights:Seller shall have 3. Delivery: Unless otherwise provided on the face hereof, delivery shall be madeno liability for infringement of any patents, trademarks, copyrights, trade dress, trade F.O.B.Seller's plant.Regardless of the method of delivery, however, risk of loss shallsecretsor similar rights exceptas providedin thisPart10.Seller willdefendand indemnify pass to Buyer upon Seller's delivery to a carrier. Any delivery dates shown areBuyer against allegations of infringement of U.S.patents.U.S.trademarks, copyrights, approximate only and Seller shall have no liability for any delays in delivery.trade dress and trade secrets (hereinafter`IntellectualProperty Rights').Seller will defend at its expense and will pay the cost ofany settlement or damages awardedin an action 4. Warranty:Seller warrants that the itemssold hereunder shall be free from defects brought against Buyer based on an allegation that an item sold pursuant to this in material or workmanship for a period of365 days from the date of shipment to Buyer. contract infringes the Intellectual Property Rights of a third party. Seller's obligation THIS WARRANTY COMPRISESTHE SOLE AND ENTIREWARRANTY PERTAIN- to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) INGTO ITEMS PROVIDED HEREUNDER. SELLER MAKES NO OTHERWARRANTY, days after Buyer becomes aware of such allegations of infringement, and Seller GUARANTEE,OR REPRESENTATION OF ANY KINDWHATSOEVER.ALL OTHER having sole control over the defense of any allegations or actions including all WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTIBILITY AND negotiations for settlement or compromise. If an item sold hereunder is subject to a FITNESS FOR PURPOSE, WHETHER EXPRESS, IMPLIED, OR ARISING BY claim that it infringes the Intellectual Property Rights of a third party, Seller may, at its OPERATION OF LAW,TRADEUSAGE,OR COURSE OF DEALING ARE HEREBY soleexpense andoption,procure for Buyerthe rightto continue using said item, replace DISCLAIMED. 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,THERE ARE NO WARRANTIESWHAT- Notwithstanding the foregoing, Seller shall have no liability for claims of infringement SOEVER ON ITEMSBUILT OR ACQUIRED WHOLLY OR PARTIALLY,TO BUYER'S based on information provided by Buyer, or directed to items delivered hereunder for DESIGNS OR SPECIFICATIONS. which the designs are specified in whole or part by Buyer, or infringements resulting 5. Limitation Of Remedy: SELLER'S LIABILITY ARISING FROM OR IN ANYfrom themodification, combination or usein a system of any item sold hereunder.The WAY CONNECTED WITH THE ITEMS SOLD OR THIS CONTRACT SHALL BE foregoing provisions of this Part 10 shall constitute Seller's sole and exclusive liability LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE ITEMS SOLD and Buyer's sole and exclusive remedy for infringement of Intellectual Property rights. OR REFUND OFTHE PURCHASE PRICE PAID BY BUYER,AT SELLER'S SOLE If a claim is based oninformation provided by Buyer or if the design for an item delivered OPTION.INNOEVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL,CON- hereunder is specified in whole or in part by Buyer, Buyer shall defend and indemnify SEQUENTIALOR SPECIAL DAMAGES OF ANY KINDOR NATUREWHATSOEVER, Seller for all costs, expenses or judgments resulting fromany claim that suchitem infringes INCLUDING BUT NOT LIMITED TO LOST PROFITS ARISING FROM OR IN ANY any patent, trademark, copyright, trade dress, trade secret or any similar right. WAY CONNECTED WITH THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER ALLEDGEDTO ARISE FROM BREACH OF CONTRACT,EXPRESS OR 11. Force Majeure:Seller doesnot assumethe risk of and shall not be liable for delay IMPLIED WARRANTY, OR INTORT, INCLUDINGWITHOUT LIMITATION, NEGLI- or failure to perform any of Seller's obligations by reason of circumstances beyond the GENCE, FAILURETO WARN OR STRICT LIABILITY. reasonable control of Seller (hereinafter `Events of Force Majeure').Events of Force Majeure shall include without limitation, accidents, acts of God, strikes or labor 6. Changes,Reschedules and Cancellations:Buyermay request tomodifythe designs disputes, acts, laws, rules or regulations of any government or government agency, or specifications for the items sold hereunder as well as the quantities and delivery fires, floods, delays or failures in delivery of carriers or suppliers, shortages of datesthereof, ormay request to cancel all or partof thisorder, however, no suchrequested materials and any other cause beyond Seller's control. modificationor cancellationshall become part of the contract between Buyer and Seller unless accepted by Seller in a written amendment to this Agreement.Acceptance of 12. Entire Agreement/Governing Law:The terms and conditions set forth herein, any such requested modification or cancellationshall beatSeller's discretion, andshall together with any amendments, modifications and any different terms or conditions be upon such terms and conditions as Seller may require. expressly acceptedby Seller in writing,shall constitute the entire Agreement concerning the items sold, and there are no oral or other representations or agreements which 7. SpecialTooling:A tooling charge may be imposed for any special tooling,including pertain thereto.This Agreement shall be governed in allrespects bythe law of the State without limitation, dies, fixtures, molds and patterns, acquired to manufacture items of Ohio. No actions arising out of the sale of the items sold hereunder or this sold pursuant to this contract. Such special tooling shall be and remain Seller's Agreement may be brought by either party more than two (2) years after the cause property notwithstanding payment of any charges by Buyer.In no event will Buyer acquire of action accrues. any interest in apparatus belonging to Seller which is utilized in the manufacture of the itemssoldhereunder, even if suchapparatus has been specially converted or adapted for such manufacture and notwithstanding any charges paid by Buyer therefore. Unless otherwise agreed, Seller shall have therighttoalter, discard orotherwise dispose of any special tooling or other property in its sole discretion at any time. Parker Hannifin Corporation Quick Coupling Division V-1 Minneapolis, MN 55427
Goodyear Rubber Products
