Parker Hannifin Corporation
Parflex Division
Ravenna, Ohio
Bulletin No. 4660-PGP2T
Parflex
®
Flexible Gas Piping System
Design and Installation Guide
This Offer of Sale extends to Parker Hannifin Corporation’s Parflex Division Flexible Gas Piping products (“Products”) only. The products described in this offer
are hereby offered for sale to wholesalers (individually “Wholesaler”) at prices established by Parker Hannifin (“Seller”). 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 item described in its document, when communicated
to Parker Hannifin Corporation, its subsidiary or an authorized agent 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 addi-
tion to, or inconsistent with those contained in Buyer’s offer. Acceptance of
Seller’s Products shall in all events constitute such assent.
2. Payment:
Credit terms are 2% 10
th
prox. Net 30 days from the date of deliv-
ery 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:
Wholesaler orders for single shipment of $ 3000 or more of
standard “Parflex” brand Product will be shipped F.O.B. destination point in
the continental U.S unless otherwise provided on the face hereof. All other
order 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. Minimum Order
:
Seller reserves the right to increase order quantities to
comply with the $ 50.00 minimum billing and to meet box quantities.
5. Return Policy:
All Product returns require prior approval by Seller and
issuance of a Seller authorization to return (ATR). The returned goods must
match the part numbers and quantities on the ATR and the shipment must be
clearly tagged with the ATR number. All product returned must be listed in the
current Parflex price schedule and must be in resalable condition. Returned
product that does not meet the criteria established within this document will
be returned FREIGHT COLLECT or scrapped at the discretion of Buyer. Credit
will be issued for the agreed upon original purchase price less a 25% restock
fee. Stock adjustment returns, without restocking fee, will be allowed once
per calendar year for return of standard Products listed in the current price
list. The dollar value of the stock adjustment return is limited to 10% of prior
12 month purchases. Credit for the stock adjustment return is contingent upon
shipment of product per Buyers stock-adjustment purchase for an amount that
at least equals dollar value of the return. Prepaid freight will not be allowed
on the stock replacement purchase order.
6. Warranty:
Seller warrants its Products sold by its Parflex Division to be free
from defects in material or workmanship for a period of three (3) years from date
of shipment by Seller or two (2) years from the date of installation by contractor,
which ever comes first. Seller will repair or replace any Product that is discov-
ered to contain such defects within such period or refund the purchase price
paid. This warranty shall be void as to any Product or part of any Product which
has been installed, altered, repaired or misused in a manner which, in Seller’s
sole discretion, adversely affects the reliability or performance of the Product.
For purposes of this provision, any installation which is not performed in strict
compliance with local plumbing and building codes by an installer who has been
trained in the assembly and installation of the Products in accordance with the
Guidelines established by the American Gas Association, shall be deemed to
adversely affect the reliability or performance of the product and shall void
all Warranties. THIS LIMITED WARRANTY IS THE SOLE WARRANTY MADE BY
SELLER RELATIVE TO THE PRODUCTS. ALL OTHER WARRANTIES, INCLUDING
BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR PARTICULAR
PURPOSE, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW,
TRADE USAGE OR COURSE OF DEALING ARE HEREBY DISCLAIMED.
THIS WARRANTY DOES NOT EXTEND TO PRODUCTS BUILT OR ACQUIRED TO
BUYER’S DESIGN OR SPECIFICATIONS. THIS WARRANTY WILL BE GOOD FOR
THREE YEARS FROM DATE OF SHIPMENT.
7. 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.
8. Obligations of Wholesaler:
To assure that Wholesaler and its employees
are familiar with the proper methods of handling, installation and use of the
Products, Wholesaler shall cause its employees to undergo training and test-
ing programs by or under the direction of Seller and/or its agents. Thereafter,
Wholesaler shall require each of its customers of the Products to complete a
qualification application and shall approve the sale of Products only to those
contractors, installers and other persons who have successfully demonstrated
adequate knowledge of the Product, its installation techniques and local building
codes. Any violation of the provisions of this Section shall automatically void
any express or implied warranty provided by Seller with respect to any Product
that may directly or indirectly benefit Wholesaler.
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. 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 circum-
stances 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.
11. 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 representa-
tions 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.
12.
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.
Concerning the design and manufacture of the Products and the marketing
of same by Seller, 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 non-infringing, 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.
Offer of Sale