Specifications

The items described in this document and other documents and descriptions provided by Parker Hanni n Corporation, its subsidiaries and its authorized
distributors (“Seller”) are 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 Conditions. 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 or work described will be referred to as “Products”.
1. Terms and Conditions. Seller’s willingness to offer 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 re ect 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 classi cation 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 speci cally. Unless otherwise speci ed 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 shipping charges incurred by Seller due to
Buyer’s changes in shipping, product speci cations 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 twelve months
from the date of delivery to Buyer or 2,000 hours of normal use, whichever
occurs  rst. 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 WARRANTIES, 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 responsible for determining that such data and speci cations are suitable
and suf cient 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
speci cations 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, speci cations, designs and availability 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.
Offer of Sale
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