PM-ERV-B/USA
Maintenance Instructions & Generic Parts List
ERV Series Actuator
11
Parker Hannifin Corporation
Actuator Division
Wadsworth, OH 44281
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 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 (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 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 non infringing, 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 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.
