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Parker Hannifin Corporation
|
Pump & Motor Division
|
Kings Mountain, NC
WARNING:
This product can expose you to chemicals including lead or DEHP which are known to the state of California to cause cancer,
birth defects, and other reproductive harm. www.p65warnings.ca.gov
PERTAINING TO PRODUCTS. SELLER DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING
DESIGN, NON INFRINGEMENT, MERCHANTABILITY, AND
FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES
NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR
FAULT-TOLERANT, OR THAT BUYER’S USE THEREOF WILL
BE SECURE OR UNINTERRUPTED. BUYER AGREES AND
ACKNOWLEDGES THAT UNLESS OTHERWISE AUTHORIZED IN
WRITING BY SELLER THE SOFTWARE SHALL NOT BE USED IN
CONNECTION WITH HAZARDOUS OR HIGH RISK ACTIVITIES
OR ENVIRONMENTS. EXCEPT AS EXPRESSLY STATED HEREIN,
ALL PRODUCTS ARE PROVIDED “AS IS”.
6. Claims; Commencement of Actions.
Buyer shall promptly
inspect all Products upon receipt. No claims for shortages will be
allowed unless reported to the Seller within ten (10) days of delivery.
Buyer shall notify Seller of any alleged breach of warranty within
thirty (30) days after the date the non-conformance is or should
have been discovered by Buyer. Any claim or action against Seller
based upon breach of contract or any other theory, including tort,
negligence, or otherwise must be commenced within twelve (12)
months from the date of the alleged breach or other alleged event,
without regard to the date of discovery.
7. LIMITATION OF LIABILITY. IN THE EVENT OF A BREACH
OF WARRANTY, SELLER WILL, AT ITS OPTION, REPAIR OR
REPLACE THE NON-CONFORMING PRODUCT, RE-PERFORM
THE SERVICES, OR REFUND THE PURCHASE PRICE PAID
WITHIN A REASONABLE PERIOD OF TIME. IN NO EVENT IS
SELLER LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS THE
RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING,
NON-COMPLETION OF SERVICES, USE, LOSS OF USE OF, OR
INABILITY TO USE THE PRODUCTS OR ANY PART THERE OF,
LOSS OF DATA, IDENTITY, PRIVACY, OR CONFIDENTIALITY,
OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE
INCURRED WITHOUT SELLER’S WRITTEN CONSENT,
WHETHER BASED IN CONTRACT, TORT OR OTHER LEGAL
THEORY. IN NO EVENT SHALL SELLER’S LIABILITY UNDER
ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE
PAID FOR THE PRODUCTS.
8. Loss to Buyer’s Property.
Any designs, tools, patterns,
materials, drawings, confidential information or equipment furnished
by Buyer or any other items which are or become Buyer’s property,
will be considered obsolete and maybe destroyed by Seller after
two (2) consecutive years have elapsed without Buyer ordering the
Products 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.
Special Tooling includes but is not limited to
tooling, jigs, fixtures and associated manufacturing equipment
acquired or necessary to manufacture Products. A tooling charge
may be imposed for any Special Tooling. Such Special Tooling
shall be and remain Seller’s property not withstanding payment of
any charges by Buyer. In no event will Buyer acquire any interest in
Special Tooling belonging to Seller that is utilized in the manufacture
of the Products, even if such Special Tooling has been specially
converted or adapted for such manufacture and not withstanding
any charges paid by Buyer. Unless otherwise agreed, Seller has the
right to alter, discard or otherwise dispose of any Special Tooling or
other property in its sole discretion at any time.
10. Security Interest.
To secure payment of all sums due, Seller
retains a security interest in all Products delivered to Buyer and,
Buyer’s acceptance of these Terms is deemed to be a Security
Agreement under the Uniform Commercial Code. Buyer authorizes
Seller as its attorney to execute and file on Buyer’s behalf all
documents Seller deems necessary to perfect its security interest.
11. User Responsibility.
The Buyer through its own analysis
and testing, is solely responsible for making the final selection
of the Products and assuring that all performance, endurance,
maintenance, safety and warning requirements of the application
of the Products are met. The Buyer must analyze all aspects of the
application and follow applicable industry standards, specifications,
and other technical information provided with the Product. If
Seller provides Product options based upon data or specifications
1. Definitions.
As used herein, the following terms have the
meanings indicated.
Buyer:
means any customer receiving a Quote for Products
from Seller.
Goods:
means any tangible part, system or component to be
supplied by the Seller.
Products:
means the Goods, Services and/or Software as
described in a Quote provided by the Seller.
Quote:
means the offer or proposal made by Seller to Buyer
for
the supply of Products.
Seller:
means Parker Hannifin Corporation, including all
divisions and businesses thereof.
Services:
means any services to be supplied by the Seller.
Software:
means any software related to the Products, whether
embedded or separately downloaded.
Terms:
means the terms and conditions of this Offer of Sale or
any newer version of the same as published by Seller
electronically at www.parker.com/saleterms.
2. Terms.
All sales of Products by Seller are contingent upon, and
will be governed by, these Terms and, these Terms are incorporated
into any Quote provided by Seller to any Buyer. Buyer’s order for
any Products whether communicated to Seller verbally, in writing,
by electronic date interface or other electronic commerce, shall
constitute acceptance of these Terms. Seller objects to any contrary
or additional terms or conditions of Buyer. Reference in Seller’s
order acknowledgement to Buyer’s purchase order or purchase
order number shall in no way constitute an acceptance of any of
Buyer’s terms of purchase. No modification to these Terms will
be binding on Seller unless agreed to in writing and signed by an
authorized representative of Seller.
3. Price; Payment.
The Products set forth in Seller’s Quote are
offered for sale at the prices indicated in Seller’s Quote. Unless
otherwise specifically stated in Seller’s Quote, prices are valid
for thirty (30) days and do not include any sales, use,or other
taxes or duties. Seller reserves the right to modify prices at any
time to adjust for any raw material price fluctuations. Unless
otherwise specified by Seller, all prices are F.C.A. Seller’s facility
(INCOTERMS2010). All sales are contingent upon credit approval
and payment for all purchases is due thirty (30) days from the date
of invoice (or such date as may be specified in the Quote). Unpaid
invoices beyond the specified payment date incur interest at the
rate of 1.5% per month or the maximum allowable rate under
applicable law.
4. Shipment; Delivery;
Title and Risk of Loss. All delivery dates are
approximate. Seller is not responsible for damages resulting from
any delay. Regardless of the manner of shipment, delivery occurs
and title and risk of loss or damage pass to Buyer, upon placement
of the Products with the shipment carrier at Seller’s facility. Unless
otherwise agreed, Seller may exercise its judgment in choosing the
carrier and means of delivery. No deferment of shipment at Buyers’
request beyond the respective indicated shipping date will be made
except on terms that will indemnify, defend and hold Seller harmless
against all loss and additional expense. Buyer shall be responsible
for any additional shipping charges incurred by Seller due to Buyer’s
acts or omissions.
5. Warranty.
The warranty related to the Products is as follows: (i)
Goods are warranted against defects in material or workmanship for
a period of eighteen (18) months from the date of delivery or 2,000
hours of use, whichever occurs first; (ii) Services shall be performed
in accordance with generally accepted practices and using the
degree of care and skill that is ordinarily exercised and customary
in the field to which the Services pertain and are warranted for a
period of six (6) months from the completion of the Services by
Seller; and (iii) Software is only warranted to perform in accordance
with applicable specifications provided by Seller to Buyer for
ninety (90) days from the date of delivery or, when downloaded
by a Buyer or end user, from the date of the initial download. All
prices are based upon the exclusive limited warranty stated above,
and upon the following disclaimer: DISCLAIMER OF WARRANTY:
THIS WARRANTY IS THE SOLE AND ENTIRE WARRANTY
Parker Hannifin Corporation – Pump & Motor Division
Offer of Sale
