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Catalog 4400 USOffer of Sale Technical Offer of Sale The items described in this document and other documents Buyer. In no event will Buyer acquire any interest in apparatus belonging to or descriptions provided by Parker Hannifin Corporation, Seller which is utilized in the manufacture of the items sold hereunder, even if such apparatus has been specially converted or adapted forsuch manufacture as subsidiaries and its authorized distributors are hereby and notwithstanding any charges paid by Buyer. Unless otherwise agreed, offered for sale at prices to be established by Parker Hannifin Seller shall have the right to alter, discard or otherwise dispose of any special Corporation, its subsidiaries and its authorized distributors. tooling or other property in its sole discretion at any time. This offer and its acceptance by any customer ("Buyer") shall A 8. Buyer's Property:Any designs,tools, patterns, materials, drawings, confidential be governed by all of the following Terms and Conditions. information or equipment furnished by Buyer or any other items which become Buyer's order for any such item, when communicated to Buyer's property, may be considered obsoleteand may be destroyed by Seller after two (2) consecutive years have elapsed without Buyer placing an order Parker Hannifin Corporation, its subsidiary or an authorized for the items which are manufactured using such property. Seller shall not distributor ("Seller") verbally or in writing, shall constitute be responsible for any loss or damage to such property while it is in Seller's acceptance of this offer. possession or control. 1. Terms and Conditions of Sale: All descriptions, quotations, proposals, offers,9. Taxes: Unless otherwise indicated on the face hereof, all prices and charges acknowledgments, acceptances and sales of Seller's products are subjectare exclusive of excise, sales, use, property, occupational or like taxes which to and shall be governed exclusively by the terms and conditions statedmay be imposedby any taxing authority uponthe manufacture,sale or delivery herein. Buyer's acceptance of any offer to sell is limited to these terms andof the items sold hereunder. If any such taxes must be paid by Seller of if conditions. Any terms or conditions in addition to, or inconsistent with thoseSeller is liable for the collection of such tax, the amount thereof shall be in stated herein, proposed by Buyer in any acceptance of an offer by Seller,additon to the amounts for the items sold. Buyer agrees to pay all such taxes are hereby objected to. No such additional, different or inconsistent termsor to reimburse Seller therefore upon receipt of its invoice. If Buyer claims and conditions shall become part of the contract between Buyer and Sellerexemption from any sales, use or other tax imposed by any taxing authority, unless expressly accepted in writing by Seller. Seller's acceptance of anyBuyer shall save Seller harmless from and against any such tax, together withB offer to purchase by Buyer is expressly conditional upon Buyer's assent toany interest or penalties thereon which may be assessed if the items are held all the terms and conditions stated herein, including any terms in addition to,to be taxable. or inconsistent with those contained in Buyer's offer. Acceptance of Seller's products shall in all events constitute such assent. 10.Indemnity For Infringement of Intellectual Property Rights: Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade 2. Payment: Payment shall be made by Buyer net 30 days from the date ofdress, trade secrets or similar rights except as provided in this Part 10. delivery of the items purchased hereunder.Any claims by Buyer foromissionsSeller will defend and indemnify Buyer against allegations of infringement or shortages in a shipment shall be waived unless Seller receives noticeof U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets thereof within 30 days after Buyer's receipt of the shipment. (hereinafter "Intellectual Property Rights"). Seller will defend at its expense and will pay the cost of any settlement or damages awarded in an action 3. Delivery:Unlessotherwiseprovidedonthe face hereof,delivery shallbemadebrought against Buyer based on an allegation that an item sold pursuant to F.O.B. Seller's plant. Regardless of the method of delivery, however, risk ofthis contract infringes in the IntellectualProperty Rights of a third party. Seller's loss shall pass to Buyer upon Seller's delivery to a carrier. Any delivery datesobligation to defend and indemnify Buyer is contingent on Buyer notifying shown are approximate only and Seller shall have no liability for any delaysSeller within ten (10) days after Buyer becomes aware of such allegations of in delivery. infringement, andSeller havingsole controlover the defense of any allegations or actions including all negotiations for settlement or compromise. If an item 4. Warranty: Seller warrants that the items sold thereunder shall be freesold hereunder is subject to a claim that it infringes the Intellectual PropertyC from defects in material or workmanship for a period of 365 days from theRights of a third party, Seller may, at its sole expense and options, procure for date of shipment to Buyer, or 2,000 hours of use, whichever expires first.Buyer the right to continue using said item, replace or modify said item so as THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY to make it noninfringing, or offer to accept return of said item and return the PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER MAKES NO purchase price lessa reasonable allowance for depreciation. Notwithstanding OTHER WARRANTY, GAURANTEE,OR REPRESENTATION OF ANY KIND the foregoing, Seller shall have no liability for claims of infringement based on WHATSOEVER.ALLOTHER WARRANTIES, INCLUDINGBUTNOTLIMITED information provided by Buyer, or directed to items delivered hereunder for TO, MERCHANTIBILITY AND FITNESS FOR PURPOSE, WHETHER which the designs are specified in whole or part by Buyer, or infringements EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE resulting from the modification,combination or use in a system of any item sold USAGE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED. hereunder. The foregoing provisions of this Part 10 shallconstitute Seller's sole NOTWITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES and exclusive liability and Buyer's sole and exclusive remedy for infringement WHATSOEVER ONITEMSBUILTORACQUIREDWHOLELY OR PARTIALLY, of Intellectual Property Rights. TO BUYER'S DESIGNS OR SPECIFICATIONS. If a claim is based on information provided by Buyer or if the design for an item delivered hereunder is specified in whole or in part by Buyer, Buyer shall 5. Limitation Of Remedy: SELLER'S LIABILITY ARISING FROM OR IN ANY defend and indemnify Seller for all costs, expenses or judgments resulting WAY CONNECTED WITH THE ITEMS SOLD OR THIS CONTRACT SHALL from any claim that such item infriges any patent, trademark, copyright, trade BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE dress, trade secret or any similiar right. ITEMS SOLD OR REFUND OF THE PURCHASE PRICE PAID BY BUYER, D AT SELLER'S SOLE OPTION. IN NO EVENT SHALL SELLER BE LIABLE 11.Force Majeure: Seller does not assume the risk of and shall not be liable FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF for delay or failure to perform any of Seller's obligations by reason of ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED circumstances beyond the reasonable control of Seller (hereinafter "Events TO LOST PROFITS ARISING FROM OR IN ANY WAY CONNECTED of Force Majeure"). Events of Force Majeure shall include without limitation, WITH THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER accidents, acts of God,strikes or labor disputes, acts, laws,rules or regulationsEquipmentAccessoriesTechnicalHoseFittings ALLEGED TO ARISE FROM BREACH OF CONTRACT, EXPRESS OR of any government or government agency, fires, floods, delays or failures in IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION, delivery of carriers or suppliers, shortages of materials and any other cause NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY. beyond Seller's control. 6. Changes, Reschedules and Cancellations: Buyer may request to modify the12.Entire Agreement/Governing Law: The terms and conditions set forth herein, designs or specifications for the items sold herunder as well as the quantitiestogether with any amendments, modifications and any different terms or and delivery dates thereof, or may request to cancel all or part of this order,conditions expressly accepted by Seller in writing, shall constitute the however, no such requested modification or cancellation shall become partentire Agreement concerning the items sold, and there are no oral or other of the contract between Buyer and Seller unless accepted by Seller in arepresentations or agreements which pertain thereto. This Agreement shall written amendment to this Agreement. Acceptance of any such requestedbe governed in all respects by the law of the State of Ohio. No actions arising modification or cancellation shall be at Seller's discretion, and shall be uponout of the sale of the items sold hereunder or this Agreement may be brought E such terms and conditions as Seller may require. by either party more than two (2) years after the cause of action accrues. 7. Special Tooling: A tooling charge may be imposed for any special tooling, including without limitation, dies, fixtures, molds and patterns, acquired to manufacture items sold pursuant to this contract. Such special tooling shall be and remain Seller's property notwithstanding payment of any charges by E-43 Hose Products Division Parker Hannifin Corporation Wickliffe, Ohio Offer of Sale
Goodyear Rubber Products
