Parker 590 series, Руководство пользователя

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Parker Hannifin Corporation – Chelsea Division
Offer of Sale (continued)
Parker Hannifin Corporation
Chelsea Products Division
Olive Branch, MS 38654 USA
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11. Improper use and Indemnity. Buyer shall indemnify,
defend, and hold Seller harmless from any claim, liability,
damages, lawsuits, and costs (including attorney fees),
whether for personal injury, property damage, patent,
trademark or copyright infringement or any other claim,
brought by or incurred by Buyer, Buyer’s employees, or
any other person, arising out of: (a) improper selection,
improper application or other misuse of Products purchased
by Buyer from Seller; (b) any act or omission, negligent or
otherwise, of Buyer; (c) Seller’s use of patterns, plans, draw-
ings, or specifications furnished by Buyer to manufacture
Product; or (d) Buyer’s failure to comply with these terms
and conditions. Seller shall not indemnify Buyer under any
circumstance except as otherwise provided.
12. Cancellations and Changes. Orders shall not
be subject to cancellation or change by Buyer for
any reason, except with Seller’s written consent
and upon terms that will indemnify, defend and hold
Seller harmless against all direct, incidental and
consequential loss or damage. Seller may change prod-
uct features, specifications, designs and availability with
notice to Buyer.
13. Limitation on Assignment. Buyer may not assign
its rights or obligations under this agreement without the
prior written consent of Seller.
14. Force Majeure. Seller does not assume the risk 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, strikes or labor disputes, acts
of any government or government agency, acts of nature,
delays or failures in delivery from carriers or suppliers,
shortages of materials, or any other cause beyond Seller’s
reasonable control.
15. Waiver and Severability. Failure to enforce any
provision of this agreement will not waive that provision
nor will any such failure prejudice Seller’s right to enforce
that provision in the future. Invalidation of any provision of
this agreement by legislation or other rule of law shall not
invalidate any other provision herein. The remaining provi-
sions of this agreement will remain in full force and effect.
16. Termination. Seller may terminate this agreement
for any reason and at any time by giving Buyer thirty (30)
days written notice of termination. Seller may immediately
terminate this agreement, in writing, if Buyer: (a) commits a
breach of any provision of this agreement (b) appointments
a trustee, receiver or custodian for all or any part of Buyer’s
property (c) files a petition for relief in bankruptcy on its
own behalf, or by a third party (d) makes an assignment
for the benefit of creditors, or (e) dissolves or liquidates
all or a majority of its assets.
17. Governing Law. This agreement and the sale and
delivery of all Products hereunder shall be deemed to
have taken place in and shall be governed and construed
in accordance with the laws of the State of Ohio, as
applicable to contracts executed and wholly performed
therein and without regard to conflicts of laws principles.
Buyer irrevocably agrees and consents to the exclusive
jurisdiction and venue of the courts of Cuyahoga County,
Ohio with respect to any dispute, controversy or claim
arising out of or relating to this agreement.
18. 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 Section. Seller
will defend and indemnify Buyer against allegations of
infringement of U.S. patents, U.S. trademarks, copyrights,
trade dress and trade secrets (“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 a Product
sold pursuant to this Agreement 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 a Product 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 the
Product, replace or modify the Product so as to make it
noninfringing, or offer to accept return of the Product 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 Products
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
Product sold hereunder. The foregoing provisions of this
Section shall constitute Seller’s sole and exclusive liability
and Buyer’s sole and exclusive remedy for infringement
of Intellectual Property Rights.
19. Entire Agreement. This agreement contains the entire
agreement between the Buyer and Seller and constitutes
the final, complete and exclusive expression of the terms
of sale. All prior or contemporaneous written or oral
agreements or negotiations with respect to the subject
matter are herein merged.
20. Compliance with Law, U. K. Bribery Act and U.S. Foreign
Corrupt Practices Act. Buyer agrees to comply with all
applicable laws and regulations, including both those of
the United Kingdom and the United States of America,
and of the country or countries of the Territory in which
Buyer may operate, including without limitation the U. K.
Bribery Act, the U.S. Foreign Corrupt Practices Act (“FCPA”)
and the U.S. Anti-Kickback Act (the “Anti-Kickback Act”),
and agrees to indemnify and hold harmless Seller from
the consequences of any violation of such provisions by
Buyer, its employees or agents. Buyer acknowledges that
they are familiar with the provisions of the U. K. Bribery
Act, the FCPA and the Anti-Kickback Act, and certifies that
Buyer will adhere to the requirements thereof. In particular,
Buyer represents and agrees that Buyer shall not make
any payment or give anything of value, directly or indirectly
to any governmental official, any foreign political party or
official thereof, any candidate for foreign political office,
or any commercial entity or person, for the purpose of
influencing such person to purchase products or otherwise
benefit the business of Seller.
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