Pneumatic Products
Catalog 0600P-10/USA
Offer of Sale
Parker Hannifin Corporation
Pneumatic Division
Richland, Michigan
www.parker.com/pneumatics
Y12
Y
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 subsidiaries 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 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
WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND
WHATSOEVER. ALL OTHER WARRANTIES, 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 DESIGN 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 limitations, 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 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 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 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.
