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 ship-
ment, 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 DIS-
CLAIMS 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 CON-
SEQUENTIAL 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 CON-
TRACT, 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, endur-
ance, 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 infor-
mation 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 exclu-
sive 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 (“Intel-
lectual 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 deprecia-
tion. 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.