Parker Hannifin Corporation
Hose Products Division
Wickliffe, OH
23
Crimping Machine
PHastkrimp
Bulletin 4480-T15-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 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. 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,
GAURANTEE, OR REPRESENTATION OF ANY KIND WHATSOEVER. ALL
OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTIBILITY
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 INCIDEN-
TAL, 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 LI-
ABILITY.
6. Changes, Reschedules and Cancellations: Buyer may request to modify the
designs or specifications for the items sold herunder 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 manufac-
ture 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 of if Seller is liable for the
collection of such tax, the amount thereof shall be in additon 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. trade-
marks, 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. 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 infriges any patent, trademark, copyright, trade dress, trade secret or any
similiar 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.
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