Page 448 - Good Year Rubber Products 866-711-4673 Parker Parflex CAT 4660 2012

Parker Hannifin Corporation | Parflex® Division | Ravenna, Ohio | parker.com/pfd
For detailed ordering information, please consult price list or contact Parflex® Division.
HoseA
TubingB
Coiled Air Hose&
Fittings
C
TransportationD
FittingsE
Tooling, Equipment&
Accessories
F
General TechnicalGeneral TechnicalG
G-67
05/12
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.
13. Limitation on Assignment. Buyer may not assign its
rights or obligations under thisagreement without the prior
written consent of Seller.
14. Force Majeure. Seller does notassume the risk and
shall not be liable for delay or failure to perform any of
Seller’s obligations by reason of circu mstances beyond the
reasonable control of Seller (hereinafter “Events of Force
Majeure”). Events of Force Majeure shall include without
limitation: accidents, strikes or labordisputes, acts of any
government or government agency, acts of nature, delays
or failures in delivery from car riers orsuppliers, shortages
of materials, or any other cause beyo nd Seller’s reasonable
control.
15. Waiver and Severability. Failure to enforce any
provision of this agreement will notwaive that provision
nor will any such failure prejudice Seller’s right to enforce
that provision in the future.Invalid ation of any provision
of this agreement by legislati on or other rule of law shall
not invalidate any other provision h erein. The remaining
provisions of this agreement will remain in full force and
effect.
16. Termination. Seller may termi nate this agreement
for any reason and at any time by giving Buyer thirty (30)
days written notice of termination. Seller may immediately
terminate this agreement, in writing, if Buyer: (a) commits a
breach of any provision of this agree ment (b) appointments
a trustee, receiver or custodian for all or any part of Buyer’s
property (c) files a petition for reliefin bankruptcy on its
own behalf, or by a third party (d) ma kes an assignment for
the benefit of creditors, or (e) dissolves or liquidates all or
a majority of its assets.
17. Governing Law. This agreement and the sale and
delivery of all Products hereundershall be deemed to
have taken place in and shall be governed and construed in
accordance with the laws of the Stateof Ohio, as applicable
to contracts executed and whollyperformed therein
and without regard to conflicts of la ws principles. Buyer
irrevocably agrees and consents to theexclusive jurisdiction
and venue of the courts of Cuyahoga County, Ohio with
respect to any dispute, controversyorclaim arising out of
or relating to this agreement.
18. Indemnity for Infringement of Intellectual Property
Rights. Seller shall have no liability for infringement of any
patents, trademarks, copyrights, trad e dress, trade secrets
or similar rights except as providedin this Section. Seller
will defend and indemnify Buyer against allegations of
infringement of U.S. patents, U.S. tr ademarks, copyrights,
trade dress and trade secrets (“Intellectual Property
Rights”). Seller will defend at its exp ense 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 be comes aware of such
allegations of infringement, and Seller having sole control
over the defense of any allegations o r 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, replaceor modify the Product so as to make it
noninfringing, or of fer to accept return of the Product and
return the purchas e 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 byBuyer, 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.
19. Entire Agreement. This agreement contains the entire
agreement between the Buyer and Seller and constitutes
the final, completeand exclusive expression of the terms
of sale. All prior or contemporaneous written or oral
agreements or negotiations with respect to the subject
matter are herein merged.
20. CompliancewithLaw, U. K. BriberyAct andU.S. Foreign
Corrupt PracticesAct. Buyer agrees to comply with all
applicable laws and regulations, including both those of the
United Kingdom an d the United States of America, and of
the country or countries of the Territory in which Buyer may
operate, including without limitation the U. K. Bribery Act,
the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.S.
Anti-Kickback Act(the “Anti-Kickback Act”), and agrees to
indemnify and holdharmless Seller from the consequences
of any violation ofsuch provisions by Buyer, its employees
or agents. Buyer acknowledges that they are familiar with
the provisions of the U. K. Bribery Act, the FCPA and the
Anti-Kickback Act,and certifies that Buyer will adhere to
the requirementsthereof. In particular, Buyer represents
and agrees that Buyer shall not make any payment or give
anything of value,di rectly or indirectly to any governmental
official, any foreign political party or official thereof, any
candidate for foreign political office, or any commercial
entity or person, forthe purpose of influencing such person
to purchase products or otherwise benefit the business of
Seller.