Brochure
Bulletin 110-10 – Page 11
OFFER OF SALE
The items described in this document and other documents and descriptions provided by Parker Hannin Corporation, its subsidiaries and its authorized distributors
(“Seller”) are hereby offered for sale at prices to be established by 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 Seller verbally, or in writing, shall constitute acceptance of this offer.
All goods, services or work described will be referred to as “Products”.
1. Terms and Conditions. Seller’s willingness to offer
Products, or accept an order for Products, to or from
Buyer is subject to these Terms and Conditions or
any newer version of the terms and conditions found
on-line at www.parker.com/saleterms/. Seller objects
to any contrary or additional terms or conditions of
Buyer’s order or any other document issued by Buyer.
2. Price Adjustments; Payments. Prices stated
on Seller’s quote or other documentation offered by
Seller are valid for 30 days, and do not include any
sales, use, or other taxes unless specically stated.
Unless otherwise specied by Seller, all prices are
F.C.A. Seller’s facility (INCOTERMS 2010). Payment
is subject to credit approval and is due 30 days from
the date of invoice or such other term as required by
Seller’s Credit Department, after which Buyer shall
pay interest on any unpaid invoices at the rate of
1.5% per month or the maximum allowable rate under
applicable law.
3. Delivery Dates; Title and Risk; Shipment. All
delivery dates are approximate and Seller shall not
be responsible for any damages resulting from any
delay. Regardless of the manner of shipment, title to
any products and risk of loss or damage shall pass
to Buyer upon placement of the products with the
shipment carrier at Seller’s facility. Unless otherwise
stated, Seller may exercise its judgment in choosing
the carrier and means of delivery. No deferment of
shipment at Buyers’ request beyond the respective
dates indicated will be made except on terms that will
indemnify, defend and hold Seller harmless against all
loss and additional expense. Buyer shall be respon-
sible for any additional shipping charges incurred by
Seller due to Buyer’s acts or omissions.
4. Warranty. Seller warrants that the Products sold
hereunder shall be free from defects in material or
workmanship for a period of twelve months from the
date of delivery to Buyer or 2,000 hours of normal
use, whichever occurs rst. The prices charged
for Seller’s products are based upon the exclusive
limited warranty stated above, and upon the following
disclaimer: DISCLAIMER OF WARRANTY: THIS
WARRANTY COMPRISES THE SOLE AND ENTIRE
WARRANTY PERTAINING TO PRODUCTS PRO-
VIDED HEREUNDER. SELLER DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING DESIGN, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
5. Claims; Commencement of Actions. Buyer
shall promptly inspect all Products upon delivery. No
claims for shortages will be allowed unless reported
to the Seller within 10 days of delivery. No other
claims against Seller will be allowed unless asserted
in writing within 30 days after delivery. Buyer shall
notify Seller of any alleged breach of warranty within
30 days after the date the defect is or should have
been discovered by Buyer. Any action based upon
breach of this agreement or upon any other claim
arising out of this sale (other than an action by Seller
for an amount due on any invoice) must be com-
menced within 12 months from the date of the breach
without regard to the date breach is discovered.
6. LIMITATION OF LIABILITY. UPON NOTIFICATION,
SELLER WILL, AT ITS OPTION, REPAIR OR REPLACE
A DEFECTIVE PRODUCT, OR REFUND THE PUR-
CHASE PRICE. IN NO EVENT SHALL SELLER BE
LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF, OR AS THE RESULT OF, THE
SALE, DELIVERY, NON-DELIVERY, SERVICING,
USE OR LOSS OF USE OF THE PRODUCTS OR
ANY PART THEREOF, OR FOR ANY CHARGES
OR EXPENSES OF ANY NATURE INCURRED
WITHOUT SELLER’S WRITTEN CONSENT, EVEN
IF SELLER HAS BEEN NEGLIGENT, WHETHER IN
CONTRACT, TORT OR OTHER LEGAL THEORY. IN
NO EVENT SHALL SELLER’S LIABILITY UNDER
ANY CLAIM MADE BY BUYER EXCEED THE PUR-
CHASE PRICE OF THE PRODUCTS.
7. User Responsibility. The user, through its own
analysis and testing, is solely responsible for making
the nal selection of the system and Product and
assuring that all performance, endurance, mainte-
nance, safety and warning requirements of the appli-
cation are met. The user must analyze all aspects
of the application and follow applicable industry
standards and Product information. If Seller provides
Product or system options, the user is responsible
for determining that such data and specications are
suitable and sufcient for all applications and reason-
ably foreseeable uses of the Products or systems.
8. Loss to Buyer’s Property. Any designs, tools,
patterns, materials, drawings, condential information
or equipment furnished by Buyer or any other items
which become Buyer’s property, will be considered
obsolete and may be destroyed by Seller after two
consecutive years have elapsed without Buyer order-
ing the items 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. Special Tooling. A tooling charge may be imposed
for any special tooling, including without limitation,
dies, xtures, molds and patterns, acquired to manu-
facture Products. 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 Products, 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.
10. Buyer’s Obligation; Rights of Seller. To secure
payment of all sums due or otherwise, Seller shall
retain a security interest in the goods delivered and
this agreement shall be deemed a Security Agree-
ment under the Uniform Commercial Code. Buyer
authorizes Seller as its attorney to execute and le on
Buyer’s behalf all documents Seller deems necessary
to perfect its security interest.
11. Improper use and Indemnity. Buyer shall indem-
nify, 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 specications 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. Orders shall not
be subject to cancellation or change by Buyer 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 conse-
quential loss or damage. Seller may change product
features, specications, 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 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, 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 waive that provi-
sion nor will any such failure prejudice 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 written notice of termination. 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 benet 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 hereunder shall be deemed
to have taken place in and shall be governed and
construed in accordance with the laws of the State of
Ohio, as applicable to contracts executed and wholly
performed therein and without regard to conicts
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 shall have no liability for
infringement of any patents, trademarks, copyrights,
trade dress, trade secrets or similar rights except as
provided in this Section. Seller will defend and indem-
nify 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 Agreement infringes the Intellec-
tual Property Rights of a third party. Seller’s obliga-
tion 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 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 reason-
able allowance for depreciation. Notwithstanding the
foregoing, Seller shall have no liability for claims of
infringement based on information provided by Buyer,
or directed to Products delivered hereunder for which
the designs are specied in whole or part by Buyer,
or infringements resulting from the modication,
combination or use in a system of any Product sold
hereunder. The foregoing provisions of this Section
shall 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 expres-
sion of the terms of sale. All prior or contemporane-
ous 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 regulations,
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 they are familiar with the provisions of the U. K.
Bribery Act, the FCPA and the Anti-Kickback Act,
and certies that Buyer will adhere to the require-
ments thereof. In particular, Buyer represents and
agrees that Buyer shall not make any payment or give
anything of value, directly or indirectly to any govern-
mental ofcial, any foreign political party or ofcial
thereof, any candidate for foreign political ofce, or
any commercial entity or person, for the purpose
of inuencing such person to purchase products or
otherwise benet the business of Seller.