Bulletin 2751-001-M1/USA
Service Manual
HGA Hydraguide™
Hydraulics
Parker Hannifin Corporation
Hydraulic Pump/Motor Division
Greeneville, Tennessee
29
Offer of Sale
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.
ing 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,
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 infringe-
ment, 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 infringe-
ment 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 prod-
ucts 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 ac-
cepted 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 ACQUIRED
WHOLLY OR PARTIALLY, TO BUYER’S DESIGNS OR SPECIFICA-
TIONS.
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 PUR-
CHASE PRICE PAID BY BUYER, AT SELLER’S SOLE OPTION. IN NO
EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CON-
SEQUENTIAL 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 AGREE-
MENT OR ITEMS SOLD HEREUNDER, WHETHER ALLEGED TO
ARISE FROM 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: 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
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 manu-
facture of the items sold hereunder, even if such apparatus has been
specially converted or adapted for such manufacture and notwithstand-
