Parker Hannifin Corporation
Automation Actuator Division
Wadsworth, OH 44281
43
Automation
ER Series Rodless Actuator
PM-ER01/USA
Maintenance Instructions and Parts List
Offer Of Sale
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 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 HEREUN-
DER. SELLER MAKES NO OTHER WARRANTY, GUARANTEE, OR REPRESEN-
TATION OF ANY KIND WHATSOEVER. ALL OTHER WAR-RANTIES, INCLUDING
BUT NOT LIMITED 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 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, 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 FORM BREACH OF CONTRACT,
EXPRESS OR IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT
LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY.
6. Changes, Reschedules and Cancellations: Buyers 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 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 of 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
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
manufacture, 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
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 Right.
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
judgements 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 of 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, 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 item, when
communicated to Parker Hannifin Corporation, its subsidiary or an authorized distributor ("Seller") verbally or in writing, shall constitute acceptance of this
offer.
