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Parker Hannifin Corporation
Tube Fittings Division
Columbus, Ohio
http://www.parker.com/tfd
Parflange ECO 25
Hydraulic Flanging and Flaring Tool
Offer of Sale
Offer of Sale
1.
Definitions.
As used herein, the following terms have the meanings indicated.
Buyer:
means any customer receiving a Quote for Products from
Seller.
Goods:
means any tangible part, system or component to be supplied
by the Seller.
Products:
means the Goods, Services and/or Software as described in
a Quote provided by the Seller.
Quote:
means the offer or proposal made by Seller to Buyer for the
supply of Products.
Seller:
means Parker-Hannifin Corporation, including all divisions
and businesses thereof.
Services:
means any services to be supplied by the Seller.
Software:
means any software related to the Products, whether
embedded or separately downloaded.
Terms:
means the terms and conditions of this Offer of Sale or any
newer version of the same as published by Seller electronically
at www.parker.com/saleterms.
2.
Terms.
All sales of Products by Seller are contingent upon, and will be
governed by, these Terms and, these Terms are incorporated into any Quote
provided by Seller to any Buyer. Buyer’s order for any Products whether
communicated to Seller verbally, in writing, by electronic date interface or
other electronic commerce, shall constitute acceptance of these Terms. Seller
objects to any contrary or additional terms or conditions of Buyer. Reference
in Seller’s order acknowledgement to Buyer’s purchase order or purchase
order number shall in no way constitute an acceptance of any of Buyer’s terms
of purchase. No modification to these Terms will be binding on Seller unless
agreed to in writing and signed by an authorized representative of Seller.
3.
Price; Payment.
The Products set forth in Seller’s Quote are offered for sale
at the prices indicated in Seller’s Quote. Unless otherwise specifically stated
in Seller’s Quote, prices are valid for thirty (30) days and do not include any
sales, use, or other taxes or duties. Seller reserves the right to modify prices
at any time to adjust for any raw material price fluctuations. Unless otherwise
specified by Seller, all prices are F.C.A. Seller’s facility (INCOTERMS 2010).
All sales are contingent upon credit approval and payment for all purchases
is due thirty (30) days from the date of invoice (or such date as may be
specified in the Quote). Unpaid invoices beyond the specified payment date
incur interest at the rate of 1.5% per month or the maximum allowable rate
under applicable law.
4.
Shipment; Delivery; Title and Risk of Loss.
All delivery dates are
approximate. Seller is not responsible for damages resulting from any delay.
Regardless of the manner of shipment, delivery occurs and title and risk of loss
or damage pass to Buyer, upon placement of the Products with the shipment
carrier at Seller’s facility. Unless otherwise agreed, Seller may exercise its
judgment in choosing the carrier and means of delivery. No deferment of
shipment at Buyers’ request beyond the respective indicated shipping date
will be made except on terms that will indemnify, defend and hold Seller
harmless against all loss and additional expense. Buyer shall be responsible
for any additional shipping charges incurred by Seller due to Buyer’s acts or
omissions.
5.
Warranty.
The warranty related to the Products is as follows: (i) Goods are
warranted against defects in material or workmanship for a period of twelve
(12) months from the date of delivery or 2,000 hours of use, whichever occurs
first; (ii) Services shall be performed in accordance with generally accepted
practices and using the degree of care and skill that is ordinarily exercised
and customary in the field to which the Services pertain and are warranted
for a period of six (6) months from the completion of the Services by Seller;
and (iii) Software is only warranted to perform in accordance with applicable
specifications provided by Seller to Buyer for ninety (90) days from the date
of delivery or, when downloaded by a Buyer or end-user, from the date of
the initial download. All prices are based upon the exclusive limited warranty
stated above, and upon the following disclaimer:
DISCLAIMER OF WARRANTY: THIS WARRANTY IS THE SOLE AND
ENTIRE WARRANTY PERTAINING TO PRODUCTS. SELLER DISCLAIMS
ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING
DESIGN, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS
FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT
THE SOFTWARE IS ERROR-FREE OR FAULT-TOLERANT, OR THAT
BUYER’S USE THEREOF WILL BE SECURE OR UNINTERRUPTED.
BUYER AGREES AND ACKNOWLEDGES THAT UNLESS OTHERWISE
AUTHORIZED IN WRITING BY SELLER THE SOFTWARE SHALL NOT BE
USED IN CONNECTION WITH HAZARDOUS OR HIGH RISK ACTIVITIES
OR ENVIRONMENTS. EXCEPT AS EXPRESSLY STATED HEREIN, ALL
PRODUCTS ARE PROVIDED “AS IS”.
6.
Claims; Commencement of Actions.
Buyer shall promptly inspect all
Products upon receipt. No claims for shortages will be allowed unless reported
to the Seller within ten (10) days of delivery. Buyer shall notify Seller of any
alleged breach of warranty within thirty (30) days after the date the non-
conformance is or should have been discovered by Buyer. Any claim or action
against Seller based upon breach of contract or any other theory, including
tort, negligence, or otherwise must be commenced within twelve (12) months
from the date of the alleged breach or other alleged event, without regard to
the date of discovery.
7.
LIMITATION OF LIABILITY.
IN THE EVENT OF A BREACH OF WARRANTY,
SELLER WILL, AT ITS OPTION, REPAIR OR REPLACE THE NON-
CONFORMING PRODUCT, RE-PERFORM THE SERVICES, OR REFUND
THE PURCHASE PRICE PAID WITHIN A REASONABLE PERIOD OF
TIME.
IN NO EVENT IS SELLER LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS
THE RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING,
NON-COMPLETION OF SERVICES, USE, LOSS OF USE OF, OR INABILITY
TO USE THE PRODUCTS OR ANY PART THEREOF, LOSS OF DATA,
IDENTITY, PRIVACY, OR CONFIDENTIALITY, OR FOR ANY CHARGES OR
EXPENSES OF ANY NATURE INCURRED WITHOUT SELLER’S WRITTEN
CONSENT, WHETHER BASED IN CONTRACT, TORT OR OTHER LEGAL
THEORY. IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM
MADE BY BUYER EXCEED THE PURCHASE PRICE PAID FOR THE
PRODUCTS.
8.
Loss to Buyer’s Property.
Any designs, tools, patterns, materials, drawings,
confidential information or equipment furnished by Buyer or any other items
which are or become Buyer’s property, will be considered obsolete and may
be destroyed by Seller after two (2) consecutive years have elapsed without
Buyer ordering the Products 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.
Special Tooling.
Special Tooling includes but is not limited to tooling, jigs,
fixtures and associated manufacturing equipment acquired or necessary to
manufacture Products. A tooling charge may be imposed for any Special
Tooling. Such Special Tooling shall be and remain Seller’s property
notwithstanding payment of any charges by Buyer. In no event will Buyer
acquire any interest in Special Tooling belonging to Seller that is utilized in the
manufacture of the Products, even if such Special Tooling has been specially
converted or adapted for such manufacture and notwithstanding any charges
paid by Buyer. Unless otherwise agreed, Seller has the right to alter, discard or
otherwise dispose of any Special Tooling or other property in its sole discretion
at any time.
10.
Security Interest.
To secure payment of all sums due, Seller retains a security
interest in all Products delivered to Buyer and, Buyer’s acceptance of these
Terms is deemed to be a Security Agreement under the Uniform Commercial
Code. Buyer authorizes Seller as its attorney to execute and file on Buyer’s
behalf all documents Seller deems necessary to perfect its security interest.
11.
User Responsibility.
The Buyer through its own analysis and testing, is solely
responsible for making the final selection of the Products and assuring that all
performance, endurance, maintenance, safety and warning requirements of
the application of the Products are met. The Buyer must analyze all aspects
of the application and follow applicable industry standards, specifications,
and other technical information provided with the Product. If Seller provides
Product options based upon data or specifications provided by the Buyer, the
Buyer is responsible for determining that such data and specifications are
suitable and sufficient for all applications and reasonably foreseeable uses
of the Products. In the event the Buyer is not the end-user, Buyer will ensure
such end-user complies with this paragraph.
12.
Use of Products, Indemnity by Buyer.
Buyer shall comply with all
instructions, guides and specifications provided by Seller with the Products.
Unauthorized Uses.
If Buyer uses or resells the Products for any uses
prohibited in Seller’s instructions, guides or specifications, or Buyer otherwise
fails to comply with Seller’s instructions, guides and specifications, Buyer
acknowledges that any such use, resale, or non-compliance is at Buyer’s
sole risk. Buyer shall indemnify, defend, and hold Seller harmless from any
losses, claims, liabilities, damages, lawsuits, judgments and costs (including
attorney fees and defense costs), whether for personal injury, property
damage, intellectual property infringement or any other claim, brought by or
incurred by Buyer, Buyer’s employees, or any other person, arising out of:
(a) improper selection, application, design, specification or other misuse of
Products provided by Seller; (b) any act or omission, negligent or otherwise,
