Parker Hannifin Corporation
Hose Products Division
Wickliffe, OH
20
Technical Manual
Karrykrimp
Bulletin 4480-T30-US
Offer of Sale
The items described in this document and other documents or descriptions provided by Parker Hannifin Corporation, as
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.
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 be-
come 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. 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 thereunder shall be free from
defects in material or workmanship for a period of 365 days from the date of
shipment to Buyer, or 2,000 hours of use, whichever expires first.
THIS WAR-
RANTY COMPRISES 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, MERCHANT-
ABILITY 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 WHOLELY 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 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 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, confi-
dential 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 of 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 in 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
options, 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. Notwith-
standing 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 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 sup-
pliers, 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 condi-
tions expressly accepted by Seller in writing, shall constitute the entire Agree-
ment 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.
Bulletin 4480-T30-US
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