Parker Parflange ECO 25 Operation Manual

21Parker Hanni˚n CorporationTube Fittings DivisionColumbus, Ohiohttp://www.parker.com/tfdParflange ECO 25Hydraulic Flanging and Flaring ToolOffer of SaleOffer of Sale1. Definitions. As used herein, the following terms have the meanings indicated.Buyer: means any customer receiving a Quote for Products fromSeller.Goods: means any tangible part, system or component to be suppliedby the Seller.Products: means the Goods, Services and/or Software as described ina Quote provided by the Seller.Quote: means the offer or proposal made by Seller to Buyer for thesupply of Products.Seller: means Parker-Hannifin Corporation, including all divisionsand businesses thereof.Services: means any services to be supplied by the Seller.Software: means any software related to the Products, whetherembedded or separately downloaded.Terms: means the terms and conditions of this Offer of Sale or anynewer version of the same as published by Seller electronicallyat www.parker.com/saleterms.2. Terms. All sales of Products by Seller are contingent upon, and will begoverned by, these Terms and, these Terms are incorporated into any Quoteprovided by Seller to any Buyer. Buyer’s order for any Products whethercommunicated to Seller verbally, in writing, by electronic date interface orother electronic commerce, shall constitute acceptance of these Terms. Sellerobjects to any contrary or additional terms or conditions of Buyer. Referencein Seller’s order acknowledgement to Buyer’s purchase order or purchaseorder number shall in no way constitute an acceptance of any of Buyer’s termsof purchase. No modification to these Terms will be binding on Seller unlessagreed to in writing and signed by an authorized representative of Seller.3. Price; Payment. The Products set forth in Seller’s Quote are offered for saleat the prices indicated in Seller’s Quote. Unless otherwise specifically statedin Seller’s Quote, prices are valid for thirty (30) days and do not include anysales, use, or other taxes or duties. Seller reserves the right to modify pricesat any time to adjust for any raw material price fluctuations. Unless otherwisespecified by Seller, all prices are F.C.A. Seller’s facility (INCOTERMS 2010).All sales are contingent upon credit approval and payment for all purchasesis due thirty (30) days from the date of invoice (or such date as may bespecified in the Quote). Unpaid invoices beyond the specified payment dateincur interest at the rate of 1.5% per month or the maximum allowable rateunder applicable law.4. Shipment; Delivery; Title and Risk of Loss. All delivery dates areapproximate. Seller is not responsible for damages resulting from any delay.Regardless of the manner of shipment, delivery occurs and title and risk of lossor damage pass to Buyer, upon placement of the Products with the shipmentcarrier at Seller’s facility. Unless otherwise agreed, Seller may exercise itsjudgment in choosing the carrier and means of delivery. No deferment ofshipment at Buyers’ request beyond the respective indicated shipping datewill be made except on terms that will indemnify, defend and hold Sellerharmless against all loss and additional expense. Buyer shall be responsiblefor any additional shipping charges incurred by Seller due to Buyer’s acts oromissions.5. Warranty. The warranty related to the Products is as follows: (i) Goods arewarranted against defects in material or workmanship for a period of twelve(12) months from the date of delivery or 2,000 hours of use, whichever occursfirst; (ii) Services shall be performed in accordance with generally acceptedpractices and using the degree of care and skill that is ordinarily exercisedand customary in the field to which the Services pertain and are warrantedfor a period of six (6) months from the completion of the Services by Seller;and (iii) Software is only warranted to perform in accordance with applicablespecifications provided by Seller to Buyer for ninety (90) days from the dateof delivery or, when downloaded by a Buyer or end-user, from the date ofthe initial download. All prices are based upon the exclusive limited warrantystated above, and upon the following disclaimer:DISCLAIMER OF WARRANTY: THIS WARRANTY IS THE SOLE ANDENTIRE WARRANTY PERTAINING TO PRODUCTS. SELLER DISCLAIMSALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDINGDESIGN, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESSFOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THATTHE SOFTWARE IS ERROR-FREE OR FAULT-TOLERANT, OR THATBUYER’S USE THEREOF WILL BE SECURE OR UNINTERRUPTED.BUYER AGREES AND ACKNOWLEDGES THAT UNLESS OTHERWISEAUTHORIZED IN WRITING BY SELLER THE SOFTWARE SHALL NOT BEUSED IN CONNECTION WITH HAZARDOUS OR HIGH RISK ACTIVITIESOR ENVIRONMENTS. EXCEPT AS EXPRESSLY STATED HEREIN, ALLPRODUCTS ARE PROVIDED “AS IS”.6. Claims; Commencement of Actions. Buyer shall promptly inspect allProducts upon receipt. No claims for shortages will be allowed unless reportedto the Seller within ten (10) days of delivery. Buyer shall notify Seller of anyalleged breach of warranty within thirty (30) days after the date the non-conformance is or should have been discovered by Buyer. Any claim or actionagainst Seller based upon breach of contract or any other theory, includingtort, negligence, or otherwise must be commenced within twelve (12) monthsfrom the date of the alleged breach or other alleged event, without regard tothe date of discovery.7. LIMITATION OF LIABILITY. IN THE EVENT OF A BREACH OF WARRANTY,SELLER WILL, AT ITS OPTION, REPAIR OR REPLACE THE NON-CONFORMING PRODUCT, RE-PERFORM THE SERVICES, OR REFUNDTHE PURCHASE PRICE PAID WITHIN A REASONABLE PERIOD OFTIME. IN NO EVENT IS SELLER LIABLE FOR ANY SPECIAL, INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR ASTHE RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING,NON-COMPLETION OF SERVICES, USE, LOSS OF USE OF, OR INABILITYTO USE THE PRODUCTS OR ANY PART THEREOF, LOSS OF DATA,IDENTITY, PRIVACY, OR CONFIDENTIALITY, OR FOR ANY CHARGES OREXPENSES OF ANY NATURE INCURRED WITHOUT SELLER’S WRITTENCONSENT, WHETHER BASED IN CONTRACT, TORT OR OTHER LEGALTHEORY. IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIMMADE BY BUYER EXCEED THE PURCHASE PRICE PAID FOR THEPRODUCTS.8. Loss to Buyer’s Property. Any designs, tools, patterns, materials, drawings,confidential information or equipment furnished by Buyer or any other itemswhich are or become Buyer’s property, will be considered obsolete and maybe destroyed by Seller after two (2) consecutive years have elapsed withoutBuyer ordering the Products manufactured using such property. Seller shall notbe responsible for any loss or damage to such property while it is in Seller’spossession or control.9. Special Tooling. Special Tooling includes but is not limited to tooling, jigs,fixtures and associated manufacturing equipment acquired or necessary tomanufacture Products. A tooling charge may be imposed for any SpecialTooling. Such Special Tooling shall be and remain Seller’s propertynotwithstanding payment of any charges by Buyer. In no event will Buyeracquire any interest in Special Tooling belonging to Seller that is utilized in themanufacture of the Products, even if such Special Tooling has been speciallyconverted or adapted for such manufacture and notwithstanding any chargespaid by Buyer. Unless otherwise agreed, Seller has the right to alter, discard orotherwise dispose of any Special Tooling or other property in its sole discretionat any time.10. Security Interest. To secure payment of all sums due, Seller retains a securityinterest in all Products delivered to Buyer and, Buyer’s acceptance of theseTerms is deemed to be a Security Agreement under the Uniform CommercialCode. Buyer authorizes Seller as its attorney to execute and file on Buyer’sbehalf all documents Seller deems necessary to perfect its security interest.11.User Responsibility. The Buyer through its own analysis and testing, is solelyresponsible for making the final selection of the Products and assuring that allperformance, endurance, maintenance, safety and warning requirements ofthe application of the Products are met. The Buyer must analyze all aspectsof the application and follow applicable industry standards, specifications,and other technical information provided with the Product. If Seller providesProduct options based upon data or specifications provided by the Buyer, theBuyer is responsible for determining that such data and specifications aresuitable and sufficient for all applications and reasonably foreseeable usesof the Products. In the event the Buyer is not the end-user, Buyer will ensuresuch end-user complies with this paragraph.12. Use of Products, Indemnity by Buyer. Buyer shall comply with allinstructions, guides and specifications provided by Seller with the Products.Unauthorized Uses. If Buyer uses or resells the Products for any usesprohibited in Seller’s instructions, guides or specifications, or Buyer otherwisefails to comply with Seller’s instructions, guides and specifications, Buyeracknowledges that any such use, resale, or non-compliance is at Buyer’ssole risk. Buyer shall indemnify, defend, and hold Seller harmless from anylosses, claims, liabilities, damages, lawsuits, judgments and costs (includingattorney fees and defense costs), whether for personal injury, propertydamage, intellectual property infringement or any other claim, brought by orincurred by Buyer, Buyer’s employees, or any other person, arising out of:(a) improper selection, application, design, specification or other misuse ofProducts provided by Seller; (b) any act or omission, negligent or otherwise,

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