Page 517 - 4300 Catalog Cover.pdf

W16 Parker Hannifin Corporation
Tube Fittings Division
Columbus, Ohio
http://www.parker.com/tfd
4300 Catalog
Offer of Sale
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 this 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, acknowledgments, acceptances and sales of Seller’s products are
subject to and shall be governed exclusively by the terms and conditions.
Any terms or conditions in addition to, or inconsistent with those stated
herein, proposed by Buyer in any acceptance 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 expressly conditional upon Buyer’s assent
to all the terms and conditions stated herein, including any terms in addi-
tion to, or inconsistent with those contained in Buyer’s offer. Acceptance
of Seller’s products shall in all events constitute 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 shipment.
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, how-
ever, 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 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. THISWARRANTY COMPRISES THE SOLE AND ENTIREWAR-
RANTY PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER
MAKES NO OTHERWARRANTY, GUARANTEE, OR REPRESENTA-
TIONS OF ANY KINDWHATSOEVER. ALL OTHERWARRANTIES,
INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY AND FIT-
NESS 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 NOWARRAN-
TIESWHATSOEVER ON ITEMS BUILT OR ACQUIREDWHOLLY OR
PARTIALLY, TO BUYER’S DESIGNS OR SPECIFICATIONS.
5. Limitation Of Remedy: SELLER’S LIABILITY ARISING FROM OR IN
ANYWAY CONNECTEDWITH 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 NATUREWHATSOEVER, IN-
CLUDING BUT NOT LIMITED TO LOST PROFITS ARISING FROM OR
IN ANYWAY CONNECTEDWITH THIS AGREEMENT OR ITEMS SOLD
HEREUNDER, WHETHER ALLEGED TO ARISE FROM BREACH OF
CONTRACT, EXPRESS OR IMPLIEDWARRANTY, OR IN TORT, IN-
CLUDINGWITHOUT LIMITATION, NEGLIGENCE, FAILURE TOWARN
OR STRICT LIABILITY.
6. Changes, Reschedules and Cancellations: Buyer may request to
modify the designs or specifications for the item sold hereunder as well
as the quantities and delivery dates thereof, or may request to cancel
all or part of this 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, ac-
quired to manufacture items sold pursuant to this contract. Such special
tooling shall be and remain Seller’s property notwithstanding 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 con-
verted 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 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 us-
ing 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 on the face hereof, 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 manu-
facture, 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 harm-
less from and against any such tax, together with any interest or penal-
ties 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, copy-
rights, 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 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 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 noninfringing, 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 foregoing provisions
of this Part 10 shall constitute Seller’s sole and exclusive liability and Buy-
er’s sole and exclusive remedy for infringement of Intellectual 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 judge-
ments resulting from any claim that such an item infringes any patent,
trademark, copyright, trade dress, trade secret or any similar right.
11. Force Majeure: Seller does not assume the risk of and shall not be
liable 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 without
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 differ-
ent terms or conditions expressly accepted by Seller in writing, shall
constitute 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.