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Offer of Sale Catalog 3501E Offer of Sale 1. Terms and Conditions of Sale: All descriptions, quotations,8. Buyer's Property: Any designs, tools, patterns, materials, drawings, proposals, offers, acknowledgments, acceptances and sales of confidential information or equipment furnished by Buyer or any other Seller's products are subject to and shall be governed exclusively byitems which become Buyer's property, may be considered obsolete the terms and conditions stated herein. Buyer's acceptance of any and may be destroyed by Seller after two (2) consecutive years have offer to sell is limited to these terms and conditions. Any terms ofelapsed without Buyer placing an order for the items which are conditions in addition to, or inconsistent with those stated herein,manufactured using such property. Seller shall not be responsible for proposed by Buyer in any acceptance of an offer by Seller, are herebyany loss or damage to such property while it is in Seller's possession objected to. No such additional, different or inconsistent terms andor control. conditions shall become part of the contract between Buyer and Seller 9.Taxes: Unless otherwise indicated on the face hereof, all prices and unless expressly accepted in writing by Seller. Seller's acceptance of charges are exclusive of excise, sales, use, property, occupational or any offer to purchase by Buyer is expressly conditional upon Buyer's like taxes which may be imposed by any taxing authority upon the assent to all the terms and conditions stated herein, including any manufacture, sale or delivery of the items sold hereunder. If any such terms in addition to, or inconsistent with those contained in Buyer's taxes must by paid by Seller of if Seller is liable for the collection of offer. Acceptance of Seller's products shall in all events constitute such such tax, the amount thereof shall be in addition to the amounts for assent. the items sold. Buyer agrees to pay all such taxes or to reimburse 2. Payment: Payment shall be made by Buyer net 30 days from the Seller therefore upon receipt of its invoice. If Buyer claims exemption date of shipment of the items purchased hereunder. Parker reservesfrom any sales, use or other tax imposed by any taxing authority, the right to charge interest on all past due amounts. Any claims byBuyer shall save Seller harmless from and against any such tax, Buyer for omissions or shortages in a shipment shall be waived unlesstogether with any interest or penalties thereon which may be the Seller receives notice, thereof within 30 days after Buyer's receiptassessed if the items are held to be taxable. of the shipment. 10. Indemnity for Infringement of Intellectual Property Rights: Seller 3. Delivery: Unless otherwise provided on the face hereof, deliveryshall have no liability for infringement of any patents, trademarks, shall be made F.O.B. Seller's plant. Regardless of the method of copyrights, trade dress, trade secrets or similar rights except as delivery, however, risk of loss shall pass to Buyer upon Seller's provided in this Part 10. Seller will defend and indemnify Buyer delivery to a carrier. Any delivery dates shown are approximate onlyagainst allegations of infringement of U.S. patents, U.S. trademarks, and Seller shall have no liability for any delays in delivery. copyrights, trade dress and trade secrets (hereinafter `Intellectual Property Rights'). Seller will defend at its expense and will pay the 4.Warranty: Seller warrants that the items sold hereunder shall be free cost of any settlement or damages awarded in an action brought from defects in material or workmanship for a period of 365 days from against Buyer based on an allegation that an item sold pursuant to the date of shipment to Buyer, or 2,000 hours of use, whichever this contract infringes in the Intellectual Property Rights of a third expires first. THIS WARRANTY COMPRISES THE SOLE AND party. Seller's obligation to defend and indemnify Buyer is contingent ENTIRE WARRANTY PERTAINING TO ITEMS PROVIDED on Buyer notifying Seller within ten (10) days after Buyer becomes HEREUNDER. SELLER MAKES NO OTHER WARRANTY, aware of such allegations of infringement, and Seller having sole GUARANTEE, OR REPRESENTATION OF ANY KIND control over the defense of any allegations or actions including all WHATSOEVER. ALL OTHER WARRANTIES, INCLUDING BUT NOT negotiations for settlement or compromise. If an item sold hereunder LIMITED TO, MERCHANTABILITY AND FITNESS FOR PURPOSE, is subject to a claim that it infringes the Intellectual Property Rights of WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF a third party, Seller may, at its sole expense and option, procure for LAW, TRADE USAGE, OR COURSE OF DEALING ARE HEREBY Buyer the right to continue using said item, replace or modify said DISCLAIMED. item so as to make it noninfringing, or offer to accept return of said NOTWITHSTANDING THE FOREGOING, THERE ARE NO item and return the purchase price less a reasonable allowance for WARRANTIES WHATSOEVER ON ITEMS BUILT OR ACQUIRED depreciation. Notwithstanding the foregoing, Seller shall have no WHOLLY OR PARTIALLY, TO BUYER'S DESIGNS OR liability for claims of infringement based on information provided by SPECIFICATIONS. Buyer, or directed to items delivered hereunder for which the designs 5. Limitation Of Remedy: SELLER'S LIABILITY ARISING FROM OR are specified in whole or part by Buyer, or infringements resulting IN ANY WAY CONNECTED WITH THE ITEMS SOLD OR THIS from the modification, combination or use in a system of any item sold CONTRACT SHALL BE LIMITED EXCLUSIVELY TO REPAIR OR hereunder. The foregoing provisions of the Part 10 shall constitute REPLACEMENT OF THE ITEMS SOLD OR REFUND OF THE Seller's sole and exclusive liability and Buyer's sole and exclusive PURCHASE PRICE PAID BY BUYER, AT SELLER'S SOLE OPTION. remedy for infringement of Intellectual Property Rights. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, If a claim is based on information provided by Buyer or if the design CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR for an item delivered hereunder is specified in whole or in part by NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST Buyer, Buyer shall defend and indemnify Seller for all costs, expenses PROFITS ARISING FROM OR IN ANY WAY CONNECTED WITH or judgments resulting from any claim that such item infringes any THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER patent, trademark, copyright, trade dress, trade secret or any similar ALLEGED TO ARISE FROM BREACH OF CONTRACT, EXPRESS right. OR IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT 11. Force Majeure: Seller does not assume the risk of and shall not be LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT liable for delay for failure to perform any of Seller's obligations by LIABILITY. reason of circumstances beyond the reasonable control of Seller 6. Changes, Reschedules and Cancellations: Buyer may request to (hereinafter `Events of Force Majeure'). Events of Force Majeure shall modify the designs or specifications for the items sold hereunder asinclude without limitation, accidents, acts of God, strikes or labor well as the quantities and delivery dates thereof, or may request todisputes, acts, laws, rules or regulations of any government or cancel all or part of this order, however, no such requestedgovernment agency, fires, floods, delays or failures in delivery of modification or cancellation shall become part of the contract betweencarriers or suppliers, shortages of materials and any other cause Buyer and Seller unless accepted by Seller in a written amendment tobeyond Seller's control. this Agreement. Acceptance of any such requested modification or 12. Entire Agreement/Governing Law: The terms and conditions set cancellation shall be at Seller's discretion, and shall be upon such forth herein, together with any amendments, modifications and any terms and conditions as Seller may require. different terms or conditions expressly accepted by Seller in writing, 7. Special Tooling: A tooling charge may be imposed for anyshall constitute the entire Agreement concerning the items sold, and special tooling, including without limitation, dies, fixtures, molds andthere are no oral or other representations or agreements which patterns, acquired to manufacture items sold pursuant to this contract.pertain thereto. This Agreement shall be governed in all respects by Such special tooling shall be and remain Seller's property the law of the State of Ohio. No actions arising out of the sale of the notwithstanding payment of any charges by Buyer. In no event will items sold hereunder or this Agreement may be brought by either Buyer acquire any interest in apparatus belonging to Seller which isparty more than two (2) years after the cause of action accrues. utilized in the manufacture of the items sold hereunder, even if such N 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. 10/98 Parker Hannifin Corporation N12 Parker Brass Products Division Otsego, Michigan Offer of Sale
Goodyear Rubber Products
