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Parker Hannifin Corporation

Parflex Division

Ravenna, Ohio

Hydraulic &

Pneumatic

Hose & Fit.

PTFE

Hose &

Fittings

Thermoplastic

Tubing

Coiled Air Hose,

Fittings

& Accessories

Truck (Fleet)

Products

Tooling &

Equipment

Hose

Accessories

Technical &

Design

Information

Approvals &

Guides

A

lphanumeric

Index

Offer of Sale

1. Terms and Conditions of Sale:

All descriptions, quotations, proposals,

offers, acknowledgments, acceptances and sales of Seller’s products

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 to

these terms and conditions. Any terms or conditions in addition to, or

inconsistent with those stated herein, proposed by Buyer in any accep-

tance of an offer by Seller, are hereby objected to. No such additional,

different or inconsistent terms and conditions shall become part of the

contract between Buyer and Seller unless expressly accepted in writing

by Seller. Seller’s acceptance of any offer to purchase by Buyer is ex-

pressly conditioned upon Buyer’s assent to all the terms and conditions

stated herein, including any terms in addition to, or inconsistent with

those contained in Buyer’s offer. Acceptance of Seller’s products shall

in all events constitute such assent.

2. Payment:

Payment shall be made by Buyer net 30 days from the date

of delivery of the items purchased hereunder. Amounts not timely paid

shall bear interest at the rate of 1-1/2% for each month or a portion

thereof that Buyer is late in making payment. Any claims by Buyer for

omissions or shortages in a shipment shall be waived unless Seller

receives notice thereof within 30 days after Buyer’s receipt of the ship-

ment.

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,

however, risk of loss shall pass to Buyer upon Seller’s delivery to a

carrier. Any delivery dates shown are approximate only and Seller shall

have no liability for any delays in delivery.

4. Warranty:

Seller warrants that the items sold hereunder shall be free

from defects in materials or workmanship for a period of 365 days from

the date of shipment to Buyer, or 2,000 hours of use, whichever expires

first.

THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRAN-

TY PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER MAKES

NO OTHER WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY

KIND WHATSOEVER. ALL OTHER WARRANTIES, INCLUDING BUT

NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR PURPOSE,

WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW,

TRADE USAGE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED.

NOTWITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES

WHATSOEVER ON ITEMS BUILT OR ACQUIRED WHOLLY OR PARTIALLY,

TO BUYER’S DESIGNS OR SPECIFICATIONS.

5. Limitation Of Remedy: SELLER’S LIABILITY ARISING FROM OR IN ANY

WAY CONNECTED WITH THE ITEMS SOLD OR THIS CONTRACT SHALL

BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE

ITEMS SOLD, OR REFUND OF THE PURCHASE PRICE PAID BY BUYER,

AT SELLER’S SOLE OPTION. IN NO EVENT SHALL SELLER BE LIABLE

FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF

ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED

TO LOST PROFITS ARISING FROM OR IN ANY WAY CONNECTED WITH

THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER ALLEGED

TO ARISE FROM BREACH OF CONTRACT, EXPRESS OR IMPLIED WAR-

RANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE,

FAILURE TO WARN OR STRICT LIABILITY.

6. Changes, Reschedules and Cancellations:

Buyer may request to

modify the designs or specifications for items sold hereunder as well

as the quantities and delivery dates thereof, or may request to cancel

all or part of an order, however, no such requested modification

or cancellation shall become part of the contract between Buyer

and Seller unless accepted by Seller in a written amendment to

this Agreement. Acceptance of any such requested modification of

cancellation shall be at Seller’s discretion, and shall be upon such

terms and conditions as Seller may require.

7. Special Tooling:

A tooling charge may be imposed for any special

tooling, including without limitation, dies, fixtures, molds and patterns,

acquired to manufacture items sold pursuant to this contract. Such

special tooling shall be and remain Seller’s property notwithstand-

ing payment of any charges therefor by Buyer. In no event will Buyer

acquire any interest in apparatus belonging to Seller which is utilized

in the manufacture of the items sold hereunder, even if such apparatus

has been specially converted or adapted for such manufacture and

notwithstanding any charges paid by Buyer therefor. 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.

8. Buyer’s Property:

Any designs, tools, patterns, materials, drawings,

confidential information or equipment furnished to Seller by Buyer, or

any other items which become Buyer’s property, may be considered

obsolete and may be destroyed by Seller after two (2) 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.

9. 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 the items sold hereunder. If any such taxes must be paid by Seller, or

if Seller is liable for the collection of such tax, the amount thereof shall

be in addition to the amounts for the items sold. Buyer agrees to pay all

such taxes or to reimburse Seller therefor upon receipt of its invoice.

If Buyer claims exemption from any sales, use or other tax imposed by

any taxing authority, Buyer shall save Seller harmless from and against

any such tax, as well as any interest or penalties thereon which may be

assessed if the items are held to be taxable.

10. 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 Part 10. Seller will defend and indemnify Buyer

against allegations of infringement of U.S. patents, U.S. trademarks,

copyrights, trade dress and trade secrets (hereinafter ‘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 an item sold pursuant to this contract

infringes the Intellectual Property Rights of a third party. Seller’s obli-

gation to defend and indemnify Buyer is contingent on Buyer notifying

Seller within ten (10) days after Buyer becomes aware of such allega-

tions of infringement, and Seller having sole control over the defense

of any allegations or actions, including all negotiations for settlement

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,

at its sole expense and option, procure for Buyer the right to continue

using said item, replace or modify said item so as to make it noninfring-

ing, or offer to accept return of said item 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

items 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 item sold hereunder. The forego-

ing provisions of this Part 10 shall constitute Seller’s sole and exclusive

liability and Buyer’s sole and exclusive remedy for infringement of Intel-

lectual Property Rights.

If a claim is based on information provided by Buyer or if the design for

an item delivered hereunder is specified in whole or in part by Buyer,

Buyer shall defend and indemnify Seller for all costs, expenses or

judgements resulting from any claim that such item infringes any pat-

ent, trademark, copyright, trade dress, trade secret or any similar right.

11. Force Majeure:

Seller does not assume the risk of and shall not be li-

able 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 with-

out limitation, accidents, acts of God, strikes or labor disputes, acts,

laws, rules or regulations of any government or government agency,

fires, floods, delays or failures in delivery of carriers or suppliers,

shortages of materials and any other cause beyond Seller’s control.

12. Entire Agreement/Governing Law:

The terms and conditions set forth

herein, together with any amendments, modifications and any different

terms or conditions expressly accepted by Seller in writing, shall con-

stitute the entire Agreement concerning the items sold, and there are

no oral or other representations or agreements which pertain thereto.

This Agreement shall be governed in all respects by the law of the State

of 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