Specifications

Offer of Sale
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”.
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 agreement will remain in full
force and effect.
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 bene t 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 accordance with the laws of the State of Ohio, as applicable
to contracts executed and wholly performed therein and without regard to
con icts 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 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 speci ed in whole or part by Buyer, or
infringements resulting from the modi cation, 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.
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