Intro
PFA
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FEP
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PVDF
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PTFE
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Index
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Technical
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ETFE
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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.
F12
05/12
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.
13.
Limitation on Assignment.
Buyer may not assign its
rights or obligations under this agreement without the prior
written consent of Seller.
14.
Force Majeure.
Seller does not assume the risk 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, strikes or labor disputes, acts of any
government or government agency, acts of nature, delays
or failures in delivery from carriers or suppliers, shortages
of materials, or any other cause beyond Seller’s reasonable
control.
15.
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.
16.
Termination.
Seller may terminate 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 agreement (b) appointments
a trustee, receiver or custodian for all or any part of Buyer’s
property (c) files a petition for relief in bankruptcy on its
own behalf, or by a third party (d) makes 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 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.
18.
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.
19.
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 sale. All prior or contemporaneous written or oral
agreements or negotiations with respect to the subject
matter are herein merged.
20.
Compliance with Law, U. K. Bribery Act and U.S.
Foreign Corrupt Practices Act.
Buyer agrees to comply
with all applicable laws and regulations, including both
those of the United Kingdom and 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 hold
harmless Seller from the consequences of any violation of
such 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 requirements
thereof. In particular, Buyer represents and agrees that
Buyer shall not make any payment or give anything of
value, directly 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,
for the purpose of influencing such person to purchase
products or otherwise benefit the business of Seller.