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Bulletin 4480-T7-US Karrykrimp 2
Parker Hannifin Corporation
Hose Products Division
Wickliffe, OH
19
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
WARRANTY 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
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.
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 manufacture 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. 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 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.
Offer of Sale