Page 210 - ParkerQuickCouplingCatalog38002010

Parker Hannifin Corporation
Quick Coupling Division
Minneapolis, MN 55427 V-1
Appendices
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 OFWARRANTY: THISWARRANTY COMPRISESTHE 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, SELLERWILL, AT ITS OPTION, REPAIR
OR REPLACE A DEFECTIVE PRODUCT, OR REFUNDTHE PURCHASE PRICE. IN NO EVENT
SHALL SELLER BE LIABLETO 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 OFTHE PRODUCTS OR
ANY PARTTHEREOF, 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 IntellectualProperty 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 authority 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.
Offer of Sale
Appendices