Hose Products Division
Parker Hannifin Corporation
Wickliffe, Ohio
www.parkerhose.com
16
Crimping Machine
TH8-D206
Bulletin 4480-T22-US
1.
Terms and Conditions of Sale: All descriptions, quotations, proposals, offers, acknowledg-
ments, 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. 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 thereunder shall be free from defects in mate-
rial or workmanship for a period of 365 days from the date of shipment to Buyer, or 2,000
hours of use, whichever expires first. THIS WARRANTY COMPRISES THE SOLE AND
ENTIRE WARRANTY PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER
MAKES NO OTHER WARRANTY, GAURANTEE, OR REPRESENTATION OF ANY KIND
WHATSOEVER. ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO,
MERCHANTIBILITY 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 WARRANTIES WHATSOEVER
ON ITEMS BUILT OR ACQUIRED WHOLELY OR PARTIALLY, TO BUYER’S DESIGNS
OR SPECIFICATIONS.
5.
Limitation Of Remedy: SELLER’S LIABILITY ARISING FROM OR IN ANY WAY CON-
NECTED WITH THE ITEMS SOLD OR THIS CONTRACT SHALL BE LIMITED EXCLU-
SIVELY TO REPAIR 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 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 CON-
TRACT, EXPRESS OR IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT LIMI-
TATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY.
6.
Changes, Reschedules and Cancellations: Buyer may request to modify the designs or
specifications for the items sold herunder 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 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 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 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 notwith-
standing 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 discre-
tion 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, occupational 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 of if Seller is liable for the collection of such tax, the
amount thereof shall be in additon 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 ex-
emption 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 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 in 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 options, 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 deprecia-
tion. 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 infriges any
patent, trademark, copyright, trade dress, trade secret or any similiar 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 Agree-
ment 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, as 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 Hannifin Corporation, its subsidiary or an authorized
distributor (“Seller”) verbally or in writing, shall constitute acceptance of this offer.
Offer of Sale
