Intro
PFA
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PVDF
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PTFE
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Index
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Technical
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Parker Hannifin Corporation
| Parflex
®
Division, TexLoc | Fort Worth, Tx |
www.texloc.com
For detailed ordering information, please consult price list or contact Parker Texloc.
F11
Offer of Sale
1.
Terms and Conditions.
Seller’s willingness to offer Products,
or accept an order for Products, to or from Buyer is subject to
these Terms and Conditions or any newer version of the terms and
conditions found on-line at
www.parker.com/saleterms
/. Seller
objects to any contrary or additional terms or conditions of Buyer’s
order or any other document issued by Buyer.
2.
Price Adjustments; Payments.
Prices stated on Seller’s quote
or other documentation offered by Seller are valid for 30 days, and
do not include any sales, use, or other taxes unless specifically
stated. Unless otherwise specified by Seller, all prices are F.C.A.
Seller's facility (INCOTERMS 2010). Payment is subject to credit
approval and is due 30 days from the date of invoice or such other
term as required by Seller’s Credit Department, after which 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 placement of the products with the shipment carrier at Seller's
facility. 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 acts or omissions.
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. 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 DESIGN, 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 30 days after delivery. Buyer shall notify Seller of any alleged
breach of warranty within 30 days after the date 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 an amount due on any invoice)
must be commenced within 12 months from the date of the breach
without regard to the date breach is discovered.
6.
LIMITATIONOF LIABILITY.
UPONNOTIFICATION, SELLERWILL,
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 ARISINGOUT 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.
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.
8.
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, will
be considered obsolete and may be destroyed by Seller after two
consecutive years have elapsed without Buyer ordering the items
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.
9.
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.
10.
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.
11.
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
12.
Cancellations and Changes.
Orders shall not be subject to
cancellation or change by Buyer for any reason, except with Seller's
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, services or work described will be referred
to as “Products”.