
14 Parker Hannifin Corporation
Gear Pump Division
Youngstown, OH
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 items,
whencommunicatedtoParkerHannifinCorporation,itssubsidiaryoranauthorizeddistributor("Seller")verballyorinwriting,shallconstituteacceptance
of this offer.
1.TermsandConditionsofSale:Alldescriptions,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
termsandconditions.Anytermsorconditionsinadditionto,orinconsistent
withthosestatedherein, proposed by Buyer in any acceptance of an offer
bySeller, arehereby objectedto. Nosuch additional,different orinconsis-
tenttermsandconditionsshallbecomepartofthecontractbetweenBuyer
and Seller unless expressly accepted in writing by Seller. Seller’s accep-
tance of any offer to purchase by Buyer is expressly conditional upon
Buyer’sassentto 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
shallbearinterestatthe maximumrate permittedby lawforeachmonthor
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 ofloss shallpassto Buyerupon Seller’sdelivery toacarrier.
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
fromdefectsinmaterialorworkmanshipforaperiodof18monthsfromdate
of shipment from Parker Hannifin Corporation. THIS WARRANTY COM-
PRISESTHESOLEANDENTIREWARRANTYPERTAININGTOITEMS
PROVIDED HEREUNDER. SELLER MAKES NO OTHER WARRANTY,
GUARANTEE,OR REPRESENTATIONOF ANY KIND WHATSOEVER.
ALLOTHERWARRANTIES,INCLUDING BUT NOTLIMITEDTO,MER-
CHANTABILITYANDFITNESSFORPURPOSE,WHETHEREXPRESS,
IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE USAGE, OR
COURSEOFDEALINGARE HEREBYDISCLAIMED.
NOTWITHSTANDING THE FOREGOING, THERE ARE NOWARRAN-
TIES WHATSOEVER ON ITEMS BUILT OR ACQUIRED WHOLLY OR
PARTIALLY, TO BUYER’S DESIGNS OR SPECIFICATIONS.
5.LimitationOfRemedy: SELLER’SLIABILITYARISINGFROM OR IN
ANYWAYCONNECTEDWITHTHEITEMSSOLDORTHISCONTRACT
SHALLBELIMITEDEXCLUSIVELYTOREPAIRORREPLACEMENTOF
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
DAMAGESOF ANY KINDOR NATUREWHATSOEVER, INC.
LUDINGBUT NOT LIMITEDTO LOST PROFITSARISING FROM ORIN
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, IN-
CLUDINGWITHOUTLIMITATION,NEGLIGENCE,FAILURETOWARN
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 cancel-
lation shall become part of the contract between Buyer and Seller unless
acceptedbySellerinawrittenamendmenttothisAgreement.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,
acquiredtomanufactureitemssoldpursuanttothiscontract.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 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
withoutBuyerplacinganorderfortheitemswhichare manufacturedusing
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 manufac-
ture, 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
amountthereofshallbeinadditiontotheamountsfortheitemssold.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
imposedbyanytaxingauthority,BuyershallsaveSellerharmlessfromand
againstany suchtax, togetherwith anyinterest orpenaltiesthereonwhich
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, copy-
rights,tradedress,tradesecrets orsimilarrightsexceptas providedin 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
awardedinanactionbroughtagainstBuyerbasedonanallegationthatan
itemsoldpursuanttothiscontractinfringestheIntellectualPropertyRights
of a third party. Seller’s obligation to defend and indemnify Buyer is
contingent on Buyer notifying Seller within ten (10) days after Buyer
becomesawareofsuchallegationsofinfringement,andSellerhavingsole
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,Sellermay,atitssoleexpenseandoption,procureforBuyertheright
to continue using said item, replace or modify said item so as to make it
noninfringing,oroffer toacceptreturn ofsaiditemandreturnthepurchase
price less a reasonable allowance for depreciation. Notwithstanding the
foregoing, Seller shall have no liability for claims of infringement based on
informationprovidedbyBuyer,ordirectedtoitemsdeliveredhereunderfor
whichthedesigns arespecifiedinwholeor partbyBuyer,orinfringements
resultingfrom themodification,combination orusein asystem of anyitem
sold hereunder. The foregoing provisions of this Part 10 shall constitute
Seller’ssole and exclusive liability andBuyer’ssole 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.
11. Force Majeure: Seller does not assume the risk of and shall not be
liablefor delay or failuretoperform any of Seller’sobligationsby reason of
circumstancesbeyondthereasonablecontrolofSeller(hereinafter‘Events
of Force Majeure’). Events of Force Majeure shall include without limita-
tion, accidents, acts of God, strikes or labor disputes, acts, laws, rules or
regulationsofanygovernmentorgovernmentagency,fires,floods,delays
or failures in delivery of carriers or suppliers, shortages of materials and
any other cause beyond Seller’s control.
12.EntireAgreement/GoverningLaw:Thetermsandconditionssetforth
herein, together with any amendments, modifications and any different
termsorconditionsexpresslyacceptedbySellerinwriting,shallconstitute
the entire Agreement concerning the items sold, and there are no oral or
other representations or agreements which pertain thereto. This Agree-
ment shall be governed in all respects by the law of the State of Ohio. No
actionsarisingoutofthesaleoftheitemssoldhereunderorthisAgreement
may be brought by either party more than two (2) years after the cause of
action accrues.
9/91-P
Offer of Sale