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Offer of Sale
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 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. 1/09