IQ-200 User’s Manual
29
Parker Hannifin Corporation
Hydraulic Filter Division
Metamora, OH
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 or if Seller is liable for the
collection of such tax, the amount thereof shall be
in addition to the amounts for the items sold.
Buyer agrees to pay all such taxes or to reim-
burse 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 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 option, procure for
Buyer the right to continue using said item,
replace or modify said time 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. Notwith-
standing 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 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 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 agree-
ments 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
