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Parker Hannifin Corporation
Gear Pump Division
Youngstown, OH
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.
1. Terms and Conditions of Sale: All descriptions, quotations, proposals,
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 acceptance of an offer
by Seller, are hereby objected to. No such additional, different or inconsis-
tent terms and conditions shall become part of the contract between Buyer
and Seller unless expressly accepted in writing by Seller. Seller’s accep-
tance 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 COM-
PRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO ITEMS
PROVIDED HEREUNDER. SELLER MAKES NO OTHER WARRANTY,
GUARANTEE, OR REPRESENTATION OF ANY KIND WHATSOEVER.
ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, MER-
CHANTABILITY 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 WARRAN-
TIES WHATSOEVER ON ITEMS BUILT OR ACQUIRED 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 CONTRACT
SHALL BE LIMITED EXCLUSIVELY 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, INC.
LUDING 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, IN-
CLUDING WITHOUT LIMITATION, 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 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. 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 notwithstanding 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 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, copy-
rights, 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 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 limita-
tion, 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.
9/91-P
Offer of Sale
