Flow Control Servovalves
Bulletin HY14-1450-M1/US
Bul 1450-M1pgs.p65, dd
13
Parker Hannifin Corporation
Hydraulic Valve Division
Elyria, Ohio, USA
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.
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, occupational or like
taxes which may be imposed by any taxing authority upon the manufac-
ture, 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, 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 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 modifica-
tion, 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.
9/91-P
1.
Terms and Conditions of Sale:
All descriptions, quotations, propos-
als, 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 accep-
tance 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. 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, 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 hereunder shall be free
from defects in material or workmanship for a period of 18 months from
date of shipment from Parker Hannifin Corporation.
THIS WARRANTY
COMPRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO
ITEMS PROVIDED HEREUNDER. SELLER MAKES NO OTHER WAR-
RANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND WHAT-
SOEVER. ALL OTHER WARRANTIES, INCLUDING BUT NOT LIM-
ITED 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 FOREGOING, THERE
ARE NO WARRANTIES WHATSOEVER ON ITEMS BUILT OR AC-
QUIRED 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 CON-
TRACT SHALL BE LIMITED EXCLUSIVELY TO REPAIR OR RE-
PLACEMENT 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, CONSEQUEN-
TIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSO-
EVER, 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 CONTRACT, EXPRESS OR IMPLIED WARRANTY, OR
IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAIL-
URE TO WARN OR STRICT LIABILITY.
6.
Changes, Reschedules and Cancellations:
Buyer may request 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 cancel-
lation shall become part of the contract between Buyer and Seller unless
accepted by Seller in a written amendment to this Agreement. Accep-
tance 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 con-
verted or adapted for such manufacture and notwithstanding any charges
paid by Buyer. Unless otherwise agreed, Seller shall have the right to
Offer of Sale
