15
Parker Hannifin Corporation
Hydraulic Valve Division
Elyria, Ohio 44035 USA
Bulletin 2583-M1/USA
Proportional Directional Control Valves
Series D1FX, 30 Design
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, when communicated to Parker Hannifin Corporation, its subsidiary or an authorized distributor ("Seller") verbally or in writing,
shall constitute acceptance of this offer.
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, draw-
ings, 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 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, copy-
rights, 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 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. 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 infringe-
ment 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 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.
9/91-P
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. Amounts not timely
paid shall bear interest at the maximum rate permitted by law for each
month or 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 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 hereunder shall be
free from defects in material or workmanship for a period of 18 months
from date of shipment from Parker Hannifin Corporation. THIS WAR-
RANTY COMPRISES THE SOLE AND ENTIRE WARRANTY PER-
TAINING TO ITEMS PROVIDED HEREUNDER. SELLER MAKES
NO OTHER WARRANTY, GUARANTEE, OR REPRESENTATION
OF ANY KIND WHATSOEVER. ALL OTHER WARRANTIES, IN-
CLUDING BUT NOT LIMITED TO, MERCHANTABILITY AND FIT-
NESS FOR PURPOSE, WHETHER EXPRESS, IMPLIED, OR ARIS-
ING 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
WHOLLY OR PARTIALLY, TO BUYER’S DESIGNS OR SPECIFI-
CATIONS.
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 OP-
TION. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCI-
DENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY
KIND OR NATURE WHATSOEVER, INC.
LUDING 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 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 modifica-
tion 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 cancel-
lation 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
notwithstanding any charges paid by Buyer. Unless otherwise agreed,
Offer of Sale