70
Parker Hannifin Corporation
Hydraulic Pump and Power Systems Division
United States
HY28-2665-01/P1/EN | September 2020
Axial Piston Pumps
P1/PD Series
70
Axial Piston Pumps
P1/PD Series
HY28-2665-01/P1/EN | September 2020
Parker Hannifin Corporation
Hydraulic Pump and Power Systems Division
United States
The items described in this document and other documents and descriptions provided by Parker Hannin Corporation, Hydraulics Group, and its authorized distributors (“Seller”) are
hereby oered for sale at prices to be established by Seller. This oer and its acceptance by any customer (“Buyer”) shall be governed by all of the following Terms and Conditions.
Buyer’s order for any item described in its document, when communicated to Seller verbally, or in writing, shall constitute acceptance of this oer. All goods or work described will be
referred to as “Products”.
1. Terms and Conditions. Seller’s willingness to oer Products, or accept an order for
Products, to or from Buyer is expressly conditioned on Buyer’s assent to these Terms and
Conditions and to the terms and conditions found on-line at www.parker.com/saleterms/.
Seller objects to any contrary or additional term or condition of Buyer’s order or any other
document issued by Buyer.
2. Price Adjustments; Payments. Prices stated on the reverse side or preceding pages
of this document are valid for 30 days. After 30 days, Seller may change prices to reect
any increase in its costs resulting from state, federal or local legislation, price increases
from its suppliers, or any change in the rate, charge, or classication of any carrier. The
prices stated on the reverse or preceding pages of this document do not include any sales,
use, or other taxes unless so stated specically. Unless otherwise specied by Seller, all
prices are F.O.B. Seller’s facility, and payment is due 30 days from the date of invoice. After
30 days, Buyer shall pay interest on any unpaid invoices at the rate of 1.5% per month or
the maximum allowable rate under applicable law.
3. Delivery Dates; Title and Risk; Shipment. All delivery dates are approximate and
Seller shall not be responsible for any damages resulting from any delay. Regardless of the
manner of shipment, title to any products and risk of loss or damage shall pass to Buyer
upon tender to the carrier at Seller’s facility (i.e., when it’s on the truck, it’s yours). Unless
otherwise stated, Seller may exercise its judgment in choosing the carrier and means
of delivery. No deferment of shipment at Buyers’ request beyond the respective dates
indicated 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 ship-
ping charges incurred by Seller due to Buyer’s changes in shipping, product specications
or in accordance with Section 13, herein.
4. Warranty. Seller warrants that the Products sold hereunder shall be free from defects
in material or workmanship for a period of eighteen months from the date of delivery to
Buyer. The prices charged for Seller’s products are based upon the exclusive limited
warranty stated above, and upon the following disclaimer: DISCLAIMER OF WARRANTY:
THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO
PRODUCTS PROVIDED HEREUNDER. SELLER DISCLAIMS ALL OTHER WARRAN-
TIES, EXPRESS AND IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
5. Claims; Commencement of Actions. Buyer shall promptly inspect all Products upon
delivery. No claims for shortages will be allowed unless reported to the Seller within 10
days of delivery. No other claims against Seller will be allowed unless asserted in writing
within 60 days after delivery or, in the case of an alleged breach of warranty, within 30
days after the date within the warranty period on which the defect is or should have been
discovered by Buyer. Any action based upon breach of this agreement or upon any other
claim arising out of this sale (other than an action by Seller for any amount due to Seller
from Buyer) must be commenced within thirteen months from the date of tender of delivery
by Seller or, for a cause of action based upon an alleged breach of warranty, within thirteen
months from the date within the warranty period on which the defect is or should have
been discovered by Buyer.
6. LIMITATION OF LIABILITY. UPON NOTIFICATION, SELLER WILL, AT ITS OPTION,
REPAIR OR REPLACE A DEFECTIVE PRODUCT, OR REFUND THE PURCHASE PRICE.
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS THE RESULT
OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE
PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY
NATURE INCURRED WITHOUT SELLER’S WRITTEN CONSENT, EVEN IF SELLER HAS
BEEN NEGLIGENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY. IN
NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED
THE PURCHASE PRICE OF THE PRODUCTS.
7. Contingencies. Seller shall not be liable for any default or delay in performance if
caused by circumstances beyond the reasonable control of Seller.
8. User Responsibility. The user, through its own analysis and testing, is solely responsible
for making the nal selection of the system and Product and assuring that all performance,
endurance, maintenance, safety and warning requirements of the application are met. The
user must analyze all aspects of the application and follow applicable industry standards
and Product information. If Seller provides Product or system options, the user is respon-
sible for determining that such data and specications are suitable and sucient for all
applications and reasonably foreseeable uses of the Products or systems.
9. Loss to Buyer’s Property. Any designs, tools, patterns, materials, drawings, con-
dential 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
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.
10. Special Tooling. A tooling charge may be imposed for any special tooling, including
without limitation, dies, xtures, molds and patterns, acquired to manufacture Products.
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 Products, 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.
11. Buyer’s Obligation; Rights of Seller. To secure payment of all sums due or otherwise,
Seller shall retain a security interest in the goods delivered and this agreement shall be
deemed a Security Agreement under the Uniform Commercial Code. Buyer authorizes
Seller as its attorney to execute and le on Buyer’s behalf all documents Seller deems
necessary to perfect its security interest. Seller shall have a security interest in, and lien
upon, any property of Buyer in Seller’s possession as security for the payment of any
amounts owed to Seller by Buyer.
12. Improper Use and Indemnity. Buyer shall indemnify, defend, and hold Seller harmless
from any 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 specications 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.
13. 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, specications, designs and avail-
ability with notice to Buyer.
14. Limitation on Assignment. Buyer may not assign its rights or obligations under this
agreement without the prior written consent of Seller.
15. Entire Agreement. This agreement contains the entire agreement between the Buyer
and Seller and constitutes the nal, complete and exclusive expression of the terms of the
agreement. All prior or contemporaneous written or oral agreements or negotiations with
respect to the subject matter are herein merged.
16. 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 agree-
ment will remain in full force and eect.
17. Termination. This agreement may be terminated by Seller for any reason and at
any time by giving Buyer thirty (30) days written notice of termination. In addition, Seller
may by written notice immediately terminate this agreement for the following: (a) Buyer
commits a breach of any provision of this agreement (b) the appointment of a trustee,
receiver or custodian for all or any part of Buyer’s property (c) the ling of a petition for relief
in bankruptcy of the other Party on its own behalf, or by a third party (d) an assignment for
the benet of creditors, or (e) the dissolution or liquidation of the Buyer.
18. 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 accor-
dance with the laws of the State of Ohio, as applicable to contracts executed and wholly
performed therein and without regard to conicts 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. Disputes between the parties shall not be settled by arbitration unless,
after a dispute has arisen, both parties expressly agree in writing to arbitrate the dispute.
19. 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 Intellectual 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 oer to accept
return of the Product and return the purchase price less a reasonable allowance for depre-
ciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringe-
ment based on information provided by Buyer, or directed to Products delivered hereunder
for which the designs are specied in whole or part by Buyer, or infringements resulting
from the modication, 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.
20. Taxes. Unless otherwise indicated, 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 Products.
21. Equal Opportunity Clause. For the performance of government contracts and where
dollar value of the Products exceed $10,000, the equal employment opportunity clauses
in Executive Order 11246, VEVRAA, and 41 C.F.R. §§ 60-1.4(a), 60-741.5(a), and 60-250.4,
are hereby incorporated.
Offer of Sale