
HY28-2686-01/C/US
Variable Displacement Axial Piston Pumps
C Series
72
Parker Hannifin Corporation
Hydraulic Pump and Power Systems Division
United States
e items described in this document and other documents and descriptions provided by Parker Hannifin Corporation, its subsidiaries and its authorized distributors (“Seller”)
e hereby offered for sale at prices to be established by Seller. This offer and its acceptance by any customer (“Buyer”) shall be governed by all of the following Terms and
itions. Buyer’s order for any item described in its document, when communicated to Seller verbally, or in writing, shall constitute acceptance of this offer. All goods,
es or work described will be referred to as “Products”.
Terms and Conditions.
Seller’s willingness to offer Products, or accept an
der for Products, to or from Buyer is subject to these Terms and Conditions or
y newer version of the terms and conditions found on-line at
rker.com/saleterms/. Seller objects to any contrary or additional terms or
nditions of Buyer’s order or any other document issued by Buyer.
Price Adjustments; Payments. Prices stated on Seller’s quote or other
cumentation offered by Seller are valid for 30 days, and do not include any
use, or other taxes unless specifically stated. Unless otherwise specified by
es are F.C.A. Seller's facility (INCOTERMS 2010). Payment is
ect to credit approval and is due 30 days from the date of invoice or such
her term as required by Seller’s Credit Department, after which Buyer shall pay
on any unpaid invoices at the rate of 1.5% per month or the maximum
wable rate under applicable law.
Delivery Dates; Title and Risk; Shipment. All delivery dates are approximate
d Seller shall not be responsible for any damages resulting from any delay.
rdless of the manner of shipment, title to any products and risk of loss or
mage shall pass to Buyer upon placement of the products with the shipment
er at Seller's facility. Unless otherwise stated, Seller may exercise its
udgment in choosing the carrier and means of delivery. No deferment of shipment
yers' request beyond the respective dates indicated will be made except on
s that will indemnify, defend and hold Seller harmless against all loss and
tional expense. Buyer shall be responsible for any additional shipping
ges incurred by Seller due to Buyer’s acts or omissions.
Warranty. Seller warrants that the Products sold hereunder shall be free from
fects in material or workmanship for a period of eighteen months from the date
ipment from the Company. The prices charged for Seller's products are
ed upon the exclusive limited warranty stated above, and upon the following
mer: DISCLAIMER OF WARRANTY: THIS WARRANTY COMPRISES
E SOLE AND ENTIRE WARRANTY PERTAINING TO PRODUCTS
R. SELLER DISCLAIMS ALL OTHER WARRANTIES,
AND IMPLIED, INCLUDING DESIGN, MERCHANTABILITY AND
TNESS FOR A PARTICULAR PURPOSE.
Claims; Commencement of Actions. Buyer shall promptly inspect all
ery. No claims for shortages will be allowed unless reported to
Seller within 10 days of delivery. No other claims against Seller will be allowed
ss asserted in writing within 30 days after delivery. Buyer shall notify Seller of
y alleged breach of warranty within 30 days after the date the defect is or
ould have been discovered by Buyer. Any action based upon breach of this
reement or upon any other claim arising out of this sale (other than an action by
Seller for an amount due on an
y invoice) must be commenced within 12 months
the date of the breach without regard to the date breach is discovered.
LIMITATION OF LIABILITY. UPON NOTIFICATION, SELLER WILL, AT ITS
IR OR REPLACE A DEFECTIVE PRODUCT, OR REFUND THE
ICE. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER
ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
MAGES ARISING OUT OF, OR AS THE RESULT OF, THE SALE,
RY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE
S OR ANY PART THEREOF, OR FOR ANY CHARGES OR
ANY NATURE INCURRED WITHOUT SELLER'S WRITTEN
EVEN IF SELLER HAS BEEN NEGLIGENT, WHETHER IN
RACT, TORT OR OTHER LEGAL THEORY. IN NO EVENT SHALL
LLER'S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE
ASE PRICE OF THE PRODUCTS.
User Responsibility. The user, through its own analysis and testing, is solely
onsible for making the final selection of the system and Product and assuring
all performance, endurance, maintenance, safety and warning requirements
the application are met. The user must analyze all aspects of the application
d follow applicable industry standards and Product information. If Seller
ides Product or system options, the user is responsible for determining that
data and specifications are suitable and sufficient for all applications and
onably foreseeable uses of the Products or systems.
Loss to Buyer's Property. Any designs, tools, patterns, materials, drawings,
idential information or equipment furnished by Buyer or any other items
become Buyer's property, will be considered obsolete and may be
royed by Seller after two consecutive years have elapsed without Buyer
dering the items manufactured using such property. Seller shall not be
onsible for any loss or damage to such property while it is in Seller's
ession or control.
Special Tooling. A tooling charge may be imposed for any special tooling,
ng without limitation, dies, fixtures, molds and patterns, acquired to
nufacture Products. Such special tooling shall be and remain Seller's property
twithstanding payment of any charges by Buyer. In no event will Buyer acquire
y interest in apparatus belonging to Seller which is utilized in the manufacture of
Products, even if such apparatus has been specially converted or adapted for
manufacture and notwithstanding any charges paid by Buyer. Unless
herwise agreed, Seller shall have the right to alter, discard or otherwise dispose
any special tooling or other property in its sole discretion at any time.
Buyer's Obligation; Rights of Seller. To secure payment of all sums due or
herwise, Seller shall retain a security interest in the goods delivered and this
reement shall be deemed a Security Agreement under the Uniform Commercial
. Buyer authorizes Seller as its attorney to execute and file on Buyer's behalf
cuments Seller deems necessary to perfect its security interest.
Improper use and Indemnity. Buyer shall indemnify, defend, and hold
y claim, liability, damages, lawsuits, and costs (including
attorney fees), whether for personal injury, property damage, patent, trademark or
copyright infringement or any other claim, brought by or incurred by Buyer,
Buyer’s employees, or any other person, arising out of: (a) improper selection,
improper application or other misuse of Products purchased by Buyer from Seller;
(b) any act or omission, negligent or otherwise, of Buyer; (c) Seller’s use of
patterns, plans, drawings, or specifications furnished by Buyer to manufacture
Product; or (d) Buyer’s failure to comply with these terms and conditions. Seller
shall not indemnify Buyer under any circumstance except as otherwise provided.
12. Cancellations and Changes
. Orders shall not be subject to cancellation or
change by Buyer for any reason, except with Seller's written consent and upon
terms that will indemnify, defend and hold Seller harmless against all direct,
incidental and consequential loss or damage. Seller may change product features,
specifications, designs and availability with notice to Buyer.
13. Limitation on Assignment
. Buyer may not assign its rights or obligations
under this agreement without the prior written consent of Seller.
14. Force Majeure
. Seller does not assume the risk 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, strikes or labor
disputes, acts of any government or government agency, acts of nature, delays or
failures in delivery from carriers or suppliers, shortages of materials, or any other
cause beyond Seller’s reasonable control.
15. Waiver and Severability
. Failure to enforce any provision of this agreement
will not waive that provision nor will any such failure prejudice Seller’s right to
enforce that provision in the future. Invalidation of any provision of this agreement
by legislation or other rule of law shall not invalidate any other provision herein.
The remaining provisions of this agreement will remain in full force and effect.
16. Termination.
Seller may terminate this agreement for any reason and at any
time by giving Buyer thirty (30) days written notice of termination. Seller may
immediately terminate this agreement, in writing, if Buyer: (a) commits a breach of
any provision of this agreement (b) appointments a trustee, receiver or custodian
for all or any part of Buyer’s property (c) files a petition for relief in bankruptcy on
its own behalf, or by a third party (d) makes an assignment for the benefit of
creditors, or (e) dissolves or liquidates all or a majority of its assets.
17. Governing Law
. This agreement and the sale and delivery of all Products
hereunder shall be deemed to have taken place in and shall be governed and
construed in accordance with the laws of the State of Ohio, as applicable to
contracts executed and wholly performed therein and without regard to conflicts of
laws principles. Buyer irrevocably agrees and consents to the exclusive
jurisdiction and venue of the courts of Cuyahoga County, Ohio with respect to any
dispute, controversy or claim arising out of or relating to this agreement.
18. 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 Section. Seller will
defend and indemnify Buyer against allegations of infringement of U.S. patents,
U.S. trademarks, copyrights, trade dress and trade secrets (“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
a Product sold pursuant to this Agreement 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 a Product is subject to a claim that it infringes the Inte
llectual
Property Rights of a third party, Seller may, at its sole expense and option,
procure for Buyer the right to continue using the Product, replace or modify the
Product so as to make it noninfringing, or offer to accept return of the Product 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 Products
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 Product sold hereunder. The foregoing provisions of this Section shall
constitute Seller's sole and exclusive liability and Buyer's sole and exclusive
remedy for infringement of Intellectual Property Rights.
19. Entire Agreement
. This agreement contains the entire agreement between
the Buyer and Seller and constitutes the final, complete and exclusive expression
of the terms of sale. All prior or contemporaneous written or oral agreements or
negotiations with respect to the subject matter are herein merged.
20. Compliance with Law, U. K. Bribery Act and U.S. Foreign Corrupt
Practices Act. Buyer agrees to comply with all applicable laws and regulations,
including both those of the United Kingdom and the United States of America, and
of the country or countries of the Territory in which Buyer may operate, including
without limitation the U. K. Bribery Act, the U.S. Foreign Corrupt Practices Act
(“FCPA”) and the U.S. Anti-Kickback Act (the “Anti-Kickback Act”), and agrees to
indemnify and hold harmless Seller from the consequences of any violation of
such provisions by Buyer, its employees or agents. Buyer acknowledges that they
are familiar with the provisions of the U. K. Bribery Act, the FCPA and the Anti-
Kickback Act, and certifies that Buyer will adhere to the requirements thereof. In
particular, Buyer represents and agrees that Buyer shall not make any payment or
give anything of value, directly or indirectly to any governmental official, any
foreign political party or official thereof, any candidate for foreign political office, or
any commercial entity or person, for the purpose of influenc
ing such person to
purchase products or otherwise benefit the business of Seller. 04/2014
Offer of Sale