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OfferofSale
1/09
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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”.
1. Terms and Conditions. Seller’s willingness to offer Products, or accept an order for
Products, to or from Buyer is expressly conditioned on Buyer’s assent to these Terms and
Conditions and to the terms and conditions found on-line at www.parker.com/saleterms/.
Seller objects to any contrary or additional term or condition of Buyer’s order or any other
document issued by Buyer.
2. Price Adjustments; Payments. Prices stated on the reverse side or preceding pages
of this document are valid for 30 days. After 30 days, Seller may change prices to reflect
any increase in its costs resulting from state, federal or local legislation, price increases from
its suppliers, or any change in the rate, charge, or classification of any carrier. The prices
stated on the reverse or preceding pages of this document do not include any sales, use,
or other taxes unless so stated specifically. Unless otherwise specified by Seller, all prices
are F.O.B. Seller’s facility, and payment is due 30 days from the date of invoice. After 30
days, 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 tender to the carrier at Seller’s facility (i.e., when it’s on the truck, it’s yours). 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 changes in shipping, product
specifications or in accordance with Section 13, herein.
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. This warranty is made only to Buyer and
does not extend to anyone to whom Products are sold after purchased from Seller.
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 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
60 days after delivery or, in the case of an alleged breach of warranty, within 30 days after
the date within the warranty period on which 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 any amount due to Seller from Buyer) must
be commenced within thirteen months from the date of tender of delivery by Seller or, for a
cause of action based upon an alleged breach of warranty, within thirteen months from the
date within the warranty period on which the defect is or should have been discovered by
Buyer.
6. LIMITATION OF LIABILITY. UPON NOTIFICATION, SELLER WILL, AT ITS OPTION,
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. Contingencies. Seller shall not be liable for any default or delay in performance if
caused by circumstances beyond the reasonable control of Seller.
8. 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.
9. 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 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.
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 discretion 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 behalf 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 payment 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 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.
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 features, 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 agreement 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 negotiations 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 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.
17. Termination. This agreement may be terminated by Seller for any reason and at any
time by giving Buyer thirty (30) days written 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 appointment 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 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.
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 author-
ity upon the manufacture, sale or delivery of Products.
21. Equal Opportunity Clause. For the performance of government 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.