Parker Hannifin Corporation
Chelsea Products Division
Olive Branch, MS 38654 USA
Bulletin HY25-1396-M1/US
Offer of Sale
60
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 items, when communicated to Parker Hannifin Corporation, its subsidiary or an authorized
distributor ("Seller") verbally or in writing, shall constitute acceptance of this offer.
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 possession or control.
9. Taxes:
Unless otherwise indicated on the face hereof, all prices
and charges are exclusive of excise, sales, use, property, occupa-
tional 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
collection of such tax, the amount thereof shall be in addition to the
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, trade-
marks, copyrights, trade dress, trade secrets or similar rights
except 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 (hereinaf-
ter ‘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 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 an item sold hereunder 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
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 information provided by Buyer, or directed to items
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 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 design
for an item delivered hereunder is specified in whole or in part by
Buyer, Buyer shall defend and indemnify Seller for all costs,
expenses 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 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, 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 carriers or suppliers, shortages of materials and any other cause
beyond Seller’s control.
12.
Entire Agreement/Governing Law:
The terms and conditions
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 representations or agreements
which pertain there/to. 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.
9/01-P
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 inconsis-
tent 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, deliv-
ery 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:
(A) All Power Take-Off units one (1) year from date of installation.
(B) Except 267, 277, 278, 242, 244, 245, 250, 251 and 859 series
two (2) years from date of installation.
THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WAR-
RANTY PERTAINING TO ITEMS PROVIDED HEREUNDER.
SELLER MAKES NO OTHER WARRANTY, GUARANTEE, OR
REPRESENTATION OF ANY KIND WHATSOEVER. 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 FOREGO-
ING, THERE ARE NO WARRANTIES 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 RE-
PAIR OR REPLACEMENT 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 DAM-
AGES OF ANY KIND OR NATURE WHATSOEVER, INCLUD-
ING 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 WAR-
RANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION,
NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY.
6.
Changes, Reschedules and Cancellations:
Buyer may re-
quest to modify the designs or specifications for the 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 a
written amendment to this Agreement. Acceptance of any such
requested modification or cancellation shall be at Seller’s discre-
tion, 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 patterns, acquired to manufacture items sold pursuant to this
contract. Such special tooling shall be and remain Seller’s prop-
erty 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 items sold
hereunder, even if such apparatus has been specially converted
or adapted for such manufacture and notwithstanding any charges
