Bulletin 1531-001/USA
Pump/Motor Division
700 Series Service Procedure
Parker Hannifin Corporation
Hydraulic Pump/Motor Division
Greeneville, TN 37745 USA
20
1. Terms and Conditions of Sale: All descriptions, quotations,
proposals, offers, acknowledgments, acceptances and sales of Seller’s
products are subject to and shall be governed exclusively by the terms and
conditions stated herein. Buyer’s acceptance of any offer to sell is limited
to these terms and conditions. Any terms or conditions in addition to, or
inconsistent with those stated herein, proposed by Buyer in any acceptance
of an offer by Seller, are hereby objected to. No such additional, different or
inconsistent terms and conditions shall become part of the contract between
Buyer and Seller unless expressly accepted in writing by Seller. Seller’s
acceptance of any offer to purchase by Buyer is expressly conditional upon
Buyer’s assent to all the terms and conditions stated herein, including any
terms in addition to, or inconsistent with those contained in Buyer’s offer.
Acceptance of Seller’s products shall in all events constitute such assent.
2. Payment: Payment shall be made by Buyer net 30 days from the
date of delivery of the items purchased hereunder. Amounts not timely paid
shall bear interest at the maximum rate permitted by law for each month
or portion thereof that the Buyer is late in making payment. Any claims
by Buyer for omissions or shortages in a shipment shall be waived unless
Seller receives notice thereof within 30 days after Buyer’s receipt of the
shipment.
3. Delivery: Unless otherwise provided on the face hereof, delivery
shall be made F.O.B. Seller’s plant. Regardless of the method of delivery,
however, risk of loss shall pass to Buyer upon Seller’s delivery to a carrier.
Any delivery dates shown are approximate only and Seller shall have no
liability for any delays in delivery.
4. Warranty: Seller warrants that the items sold hereunder shall be
free from defects in material or workmanship for a period of 18 months from
date of shipment from Parker Hannifin Corporation.
THIS WARRANTY
COMPROMISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO
ITEMS PROVIDED HEREUNDER. SELLER MAKES NO OTHER WAR-
RANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND WHAT-
SOEVER. ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED
TO, MERCHANTABILITY AND FITNESS FOR PURPOSE, WHETHER
EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW. TRADE
USAGE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED.
NOTWITHSTANDING THE FOREGOING, THERE ARE NO WAR-
RANTIES WHATSOEVER ON ITEMS BUILT OR ACQUIRED WHOLLY
OR PARTIALLY, TO BUYER’S DESIGNS OR SPECIFICATIONS.
5. Limitation of Remedy: SELLER’S LIABILITY ARISING FROM
OR IN ANY WAY CONNECTED WITH THE ITEMS SOLD OR THIS
CONTRACT SHALL BE LIMITED EXCLUSIVELY TO REPAIR OR RE-
PLACEMENT OF THE ITEMS SOLD OR REFUND OF THE PURCHASE
PRICE PAID BY BUYER, AT SELLER’S SOLE OPTION. IN NO EVENT
SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL
OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER.
INCLUDING BUT NOT LIMITED TO LOST PROFITS ARISING FROM
OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ITEMS
SOLD HEREUNDER, WHETHER ALLEGED TO ARISE FROM BREACH
OF CONTRACT, EXPRESS OR IMPLIED WARRANTY, OR IN TORT,
INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN
OR STRICT LIABILITY.
6. Changes, Reschedules and Cancellations: Buyer may request
to modify the designs or specification for items sold hereunder as well as
the quantities and delivery dates thereof, or may request to cancel all or
part of this order, however, no such requested modification or cancellation
shall become part of the contract between buyer and Seller unless accepted
by Seller in written amendment to this Agreement. Acceptance of any such
requested modification or cancellation shall be at Seller’s discretion, and
shall be upon such terms and conditions as Seller may require.
7. Special Tooling: A tooling charge may be imposed for any
special tooling, including without limitation, dies, fixtures, molds and pat-
terns, acquired to manufacture items sold pursuant to this contract. Such
special tooling shall be and remain Seller’s property notwithstanding pay-
ment 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
items sold hereunder, 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.
8. 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, may be considered
obsolete and may be destroyed by Seller after two (2) 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 posses-
sion or control.
9. Taxes: Unless otherwise indicated on the face hereof, all
prices and charges are exclusive of excise, sales, use, property, oc-
cupational or like taxes which may be imposed by any taxing authority
upon the manufacture, sale or delivery of the items sold hereunder. If
any such taxes must be paid by Seller or if Seller is liable for the col-
lection of such tax, the amount hereof shall be in addition to amounts
for the items sold. Buyer agrees to pay all such taxes or to reimburse
Seller therefore upon receipt of its invoice. If Buyer claims exemption
from any sales, use or other tax imposed by any taxing authority, Buyer
shall save Seller harmless from and against any such tax together with
any interest or penalties thereon which may be assessed if the items
are held to be taxable.
10. 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 ex-
cept as provided in this Part 10. Seller will defend and indemnify Buyer
against allegations of infringement of U.S. patents, U.S. Trademarks,
copyrights, trade dress and trade secrets (hereinafter “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 an item sold pursuant to this contract
infringes the Intellectual Property Rights of a third party. Seller’s obliga-
tion to defend and indemnify Buyer is contingent on Buyer notifying
Seller within ten (10) days after Buyer becomes aware of such allega-
tions of infringement, and Seller having sole control over the defense
of any allegations or actions including all negotiations for settlement or
compromise. If an item sold hereunder is subject to a claim that it in-
fringes the Intellectual Property Rights of a third party, Seller may, at its
sole expense and option, procure for Buyer the right to continue using
said item, replace or modify said item so as to make it noninfringing, or
offer to accept return of said item 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 informa-
tion provided by Buyer, or directed to items delivered hereunder for
which the designs are specified in whole or part by Buyer, or infringe-
ments resulting from the modification, combination or use in a system
of any item sold hereunder. The foregoing provisions of this Part 10
shall constitute Seller’s sole and exclusive liability and buyer’s sole and
exclusive remedy for infringement of Intellectual Property Rights.
If a claim is based on information provided by Buyer or if the de-
sign for an item delivered hereunder is specified in whole or in part by
Buyer, buyer shall defend and indemnify Seller for all costs, expenses
of or judgments resulting from any claim that such item infringes any
patent, trademark, copyright, trade dress, trade secret or any similar
right.
11. Force Majeure: Seller does not assume the risk of and
shall not be liable for delay or failure to perform any of Seller’s obliga-
tions by reason of circumstances beyond the reasonable control
of Seller (hereinafter “Events of Force Majeure”). Events of Force
Majeure shall include without limitation, accidents, acts of god, strikes
or labor disputes, acts, laws, rules or regulations of any government
or government agency, fires, floods, delays or failures in delivery of
carries or suppliers, shortages of materials and any other cause beyond
Seller’s control.
12. Entire Agreement/Governing Law: The terms and condi-
tions set forth herein, together with any amendments, modifications and
any different terms or conditions expressly accepted by Seller in writing,
shall constitute the entire Agreement concerning the items sold, and
there are no oral or other representation or agreements which pertain
thereto. This Agreement shall be governed in all respects by the law of
the State of Ohio. No actions arising out of the sale of the items sold
hereunder or this Agreement may be brought by either party more than
two (2) years after the cause of action accrues.
The items described in this document and other documents or descriptions provided by Parker Hannifin Corporation, its subsidiaries and its authorized distributors
are hereby offered for sale at prices to be established by Parker Hannifin Corporation, its subsidiaries and its authorized distributors. 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 such item, when communicated to Parker Han-
nifin Corporation, its subsidiary or an authorized distributor (“Seller”) verbally or in writing, shall constitute acceptance of this offer.
Offer Of Sale
Summary of Contents for 700 Series
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