Brochure

Trade Price Schedule
Prices effective January 1, 2014
59
Parker Hannin Corporation
Broadview, IL 60155
ph: [phone] fax: [phone]
[e-mail] n www.parker.com/coolparts
11. Improper use and Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from any claim, liability, damages, lawsuits, and costs
(including attorney fees), whether for personal injury, property damage, patent, trademark or copyright infringement or any other claim, brought by or
incurred by Buyer, Buyer’s employees, or any other person, arising out of: (a) improper selection, improper application or other misuse of Products
purchased by Buyer from Seller; (b) any act or omission, negligent or otherwise, of Buyer; (c) Seller’s use of patterns, plans, drawings, or specica-
tions furnished by Buyer to manufacture Product; or (d) Buyer’s failure to comply with these terms and conditions. Seller shall not indemnify Buyer
under any circumstance except as otherwise provided.
12. Cancellations and Changes. Buyer may not modify or cancel any order for any reason, except with Seller's written consent and upon terms that
will indemnify, defend and hold Seller harmless against all direct, incidental and consequential loss or damage. Seller may change product features,
specications, designs and availability with notice to Buyer.
13. Limitation on Assignment. Buyer may not assign its rights or obligations under this agreement without the prior written consent of Seller.
14. Force Majeure. Seller does not assume the risk and is not liable for delay or failure to perform any of Seller’s obligations by reason of events or
circumstances beyond its reasonable control (hereinafter “Events of Force Majeure”). Events of Force Majeure shall include without limitation: acci-
dents, strikes or labor disputes, acts of any government or government agency, acts of nature, delays or failures in delivery from carriers or suppliers,
shortages of materials, or any other cause beyond Seller’s reasonable control.
15. Waiver and Severability. Failure to enforce any provision of this agreement will not invalidate that provision; nor will any such failure preju-
dice Seller’s right to enforce that provision in the future. Invalidation of any provision of this agreement by legislation or other rule of law shall not
invalidate any other provision herein. The remaining provisions of this agreement will remain in full force and effect.
16. Termination. Seller may terminate this agreement for any reason and at any time by giving Buyer thirty (30) days advance written notice. Seller
may immediately terminate this agreement, in writing, if Buyer: (a) commits a breach of any provision of this agreement (b) appointments a trustee,
receiver or custodian for all or any part of Buyer’s property (c) les a petition for relief in bankruptcy on its own behalf, or by a third party (d) makes
an assignment for the benet of creditors, or (e) dissolves or liquidates all or a majority of its assets.
17. Governing Law. This agreement and the sale and delivery of all Products are deemed to have taken place in, and shall be governed and con-
strued in accordance with, the laws of the State of Ohio, as applicable to contracts executed and wholly performed therein and without regard to
conicts of laws principles. Buyer irrevocably agrees and consents to the exclusive jurisdiction and venue of the courts of Cuyahoga County, Ohio
with respect to any dispute, controversy or claim arising out of or relating to this agreement.
18. Indemnity for Infringement of Intellectual Property Rights. Seller is not liable for infringement of any patents, trademarks, copyrights, trade
dress, trade secrets or similar rights except as provided in this Section. Seller will defend and indemnify Buyer against allegations of infringement of
U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets (“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 a Product sold pursuant to this agree-
ment 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 al-
legations or actions including all negotiations for settlement or compromise. If a Product 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 the Product, replace or modify the
Product so as to make it noninfringing, or offer to accept return of the Product and return the purchase price less a reasonable allowance for deprecia-
tion. Notwithstanding the foregoing, Seller is not liable for claims of infringement based on information provided by Buyer, or directed to Products
delivered hereunder for which the designs are specied in whole or part by Buyer, or infringements resulting from the modication, combination or
use in a system of any Product sold hereunder. The foregoing provisions of this Section constitute Seller's sole and exclusive liability and Buyer's sole
and exclusive remedy for infringement of Intellectual Property Rights.
19. Entire Agreement. This agreement contains the entire agreement between the Buyer and Seller and constitutes the nal, complete and exclusive
expression of the terms of sale. All prior or contemporaneous written or oral agreements or negotiations with respect to the subject matter are herein
merged.
20. Compliance with Law, U. K. Bribery Act and U.S. Foreign Corrupt Practices Act. Buyer agrees to comply with all applicable laws and regula-
tions, including both those of the United Kingdom and the United States of America, and of the country or countries of the Territory in which Buyer
may operate, including without limitation the U. K. Bribery Act, the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.S. Anti-Kickback Act
(the “Anti-Kickback Act”), and agrees to indemnify and hold harmless Seller from the consequences of any violation of such provisions by Buyer, its
employees or agents. Buyer acknowledges that it is familiar with the provisions of the U. K. Bribery Act, the FCPA and the Anti-Kickback Act, and
certies that Buyer will adhere to the requirements thereof. In particular, Buyer represents and agrees that Buyer will not make any payment or give
anything of value, directly or indirectly to any governmental ofcial, any foreign political party or ofcial thereof, any candidate for foreign political
ofce, or any commercial entity or person, for the purpose of inuencing such person to purchase products or otherwise benet the business of Seller.
For Products sold by CIC Group Aftermarket Division, the following additional terms apply:
• Payment Terms: Subject to credit approval, 1% 10 & 25 net 30
• Freight prepaid on $1,500 net order value
PARKER CIC GROUP AFTERMARKET - OFFER OF SALE