USER AGREEMENT

Your use of this computer software program ("Program") is subject to the following terms and conditions. Please carefully read these terms and conditions and indicate your acceptance at the end of this Agreement. If you do not wish to accept these terms and conditions, you are not permitted to use the Program.

1. Grant of License. Parker-Hannifin Corporation ("Parker") hereby grants to you, subject to the terms and conditions of this Agreement, a personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and limited license to use the Program for your own internal use and only for the purpose of conducting business with Parker.
2. Copyright. The Program, including its the software, descriptions, data, and user interface comprised therein, are protected by copyright, and are owned exclusively by Parker. Nothing in this Agreement constitutes a waiver of Parker's rights under United States or international copyright laws or any other international, federal or state law. Parker retains all rights not expressly granted in this Agreement.
3. Ownership. Parker retains the ownership of the Program, and any and all copies that you may be authorized to make under this Agreement. You shall obtain no greater right in and to the Program than a right in the nature of a license limited to the use thereof subject to compliance with all of the terms and conditions contained in this Agreement.
4. Prohibited Uses. You may not, without the prior, written permission of Parker:
   • Use, copy, modify, or merge copies of all or any part of the Program except as provided in this Agreement;
   • Reverse engineer, disassemble, reverse translate, decrypt, or in any manner decode any part of the Program;
   • Distribute, sell, license, assign, rent, sublicense, lease or otherwise transfer in any way all or any part of the Program, including the software, data, or information contained therein, or any user's manual or other documentation accompanying the program; or
   • Remove any proprietary notices, labels, or other markings on, in, or from the Program.
5. Term. This license and your right to use the Program shall automatically terminate if you fail to comply with any of the provisions of this Agreement. Parker may at any time, without prior cause or notice, and in its sole discretion terminate this Agreement or modify the terms and conditions thereof.
6. WARRANTY DISCLAIMER. THE PROGRAM AND ANY DATA OR INFORMATION CONTAINED THEREIN, ARE PROVIDED TO YOU "AS IS", AND WITHOUT WARRANTY OF ANY KIND. PARKER DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL PARKER, ITS AGENTS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF EITHER THE USE OR INABILITY TO USE THE PROGRAM, EVEN IF PARKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RATHER, YOU THE USER HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS PARKER, ITS PARENTS, AFFILIATES, LICENSEES, SUPPLIERS, AND DISTRIBUTORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, JUDGMENTS, LOSSES, AWARDS, AND EXPENSES, INCLUDING ATTORNEY'S FEES, ARISING OUT OF YOUR USE, OR INABILITY TO USE, THE PROGRAM, OR FOR YOUR VIOLATION OR ALLEGED VIOLATION OF THE TERMS OF THIS AGREEMENT.
8. Assignment. You may not sublicense, assign, or transfer this license. Any attempt otherwise to sublicense, assign, or transfer any of the rights hereunder shall be null and void.
9. Governing Law. This Agreement shall be governed by the laws of the State of Ohio.

The items described in this document are hereby offered for sale at prices to be established by Parker Hannifin Corporation, its subsidiaries and its authorized distributors. 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 this document, when communicated to Parker Hannifin Corporation, its subsidiary or an authorized distributor ("Seller") verbally or in writing, shall constitute acceptance of this offer.

1. Terms and Conditions of Sale: All descriptions, quotations, proposals, offers, acknowledgments, acceptances and sales of Seller’s products are subject to and shall be governed exclusively by the terms and conditions stated herein. Buyer’s acceptance of any offer to sell is limited to these terms and conditions. Any terms or conditions in addition to, or inconsistent with those stated herein, proposed by Buyer in any acceptance of any offer by Seller, are hereby objected to. No such additional, different or inconsistent terms and conditions shall become part of the contract between Buyer and Seller unless expressly accepted in writing by Seller. Seller’s acceptance of any offer to purchase by Buyer is expressly conditional upon Buyer’s assent to all the terms and conditions stated herein, including any terms in addition to, or inconsistent with those contained in Buyer’s offer. Acceptance of Seller’s products shall in all events constitute such assent.
2. Payment: Payment shall be made by credit card only.
3. Delivery: Unless otherwise provided on the face hereof, delivery shall be made FOB Seller’s plant. Regardless of the method of delivery, however, risk of loss shall pass to Buyer upon Seller’s delivery to a carrier. Any delivery dates shown are approximate only and Seller shall have no liability for any delays in delivery.
4. Warranty: Seller warrants that the hardware sold hereunder shall be free from defects in material workmanship for a period of one year from the date of shipment to Buyer. Seller warrants that the SOFTWARE will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt. Any implied warranties on the SOFTWARE are limited to ninety (90) days. This limited warranty gives you specific legal right. You may have others which vary from state to state. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER MAKES NO OTHER WARRANTY,GUARANTEE, OR REPRESENTATION OF ANY KIND WHATSOEVER. ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR PURPOSE, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE USAGE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED. NOTWITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES WHATSOEVER ON ITEMS BUILT OR ACQUIRED WHOLLY OR PARTIALLY, TO BUYER’S DESIGNS OR SPECIFICATIONS.
5. Limitation of Remedy: SELLER’S LIABILITY ARISING FROM OR IN ANY WAY CONNECTED WITH THE ITEMS SOLD OR THIS CONTRACT SHALL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE ITEMS SOLD OR REFUND OF THE PURCHASE PRICE PAID BY BUYER, AT SELLER’S SOLE OPTION. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS ARISING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER ALLEGED TO ARISE FROM BREACH OF CONTRACT, EXPRESS OR IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY.
6. Changes, Reschedules and Cancellations: Buyer may request to modify the designs or specifications for the items sold hereunder as well as the quantities and delivery dates thereof, or may request to cancel all or part of this order, however, no such requested modification or cancellation shall become part of the contract between Buyer and Seller unless accepted by Seller in a written amendment to this Agreement. Acceptance of any such requested modification or cancellation shall be at Seller’s discretion, and shall be upon such terms and conditions as Seller may require.
7. Return Policy: Any product being returned because it has been determined to be defective will be either replaced or repaired. See Warranty guidelines. In the event that the incorrect product was ordered, the buyer must contact the division's customer service department to request a Credit Return (CR) number within 30 days of the date the product was received. The product must be returned in its original packaging. The division will test the unit to validate that it is being returned in its original ("new") state. The division reserves the right to charge a 20% restocking charge or deny a credit for damaged or used products.
8. Special Tooling: A tooling charge may be imposed for any special tooling, including without limitation, dies, fixtures, molds and patterns, acquired to manufacture items sold pursuant to this contract. Such special tooling shall be and remain Seller’s property notwithstanding payment of any charges therefore by Buyer.
9. Buyer’s Property: Any designs, tools, patterns, materials, drawings, confidential 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 (2) 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. Taxes: Unless otherwise indicated on the face hereof, 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 the items sold hereunder. If any such taxes must be paid by Seller or if Seller is liable for the collection of such tax, the amount thereof shall be in addition to the amounts for the items sold. Buyer agrees to pay all such taxes or to reimburse Seller therefore upon receipt of its invoice. If Buyer claims exemption from any sales, use or other tax imposed by any taxing authority, Buyer shall save Seller harmless from and against any such tax, together with any interest or penalties thereon which may be assessed if the items are held to be taxable.
11. 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 Part 10. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets (hereinafter ‘Intellectual Property Rights’). Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold pursuant to this contract 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 an item sold hereunder 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 said item, replace or modify said item so as to make it noninfringing, or offer to accept return of said item 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 items 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 item sold hereunder. The foregoing provisions of this Part 10 shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an item delivered hereunder is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such item infringes any patent, trademark, copyright, trade dress, trade secrets or any similar right.
12. Force Majeure: Seller does not assume the risk of 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, acts of God, strikes or labor disputes, acts, laws, rules or regulations of any government or government agency, fires, floods, delays or failures in delivery of carriers or suppliers, shortages of materials and any other cause beyond Seller’s control.
13. Entire Agreement/GoverningLaw: The terms and conditions set forth herein, together with any amendments, modifications and any different terms or conditions expressly accepted by Seller in writing, shall constitute the entire Agreement concerning the items sold, and there are no oral or other representations or agreements which pertain thereto. This Agreement shall be governed in all respects by the law of the State of Ohio. No actions arising out of the sale of the items sold hereunder or this Agreement may be brought by either party more than two (2) years after the cause of action accrues.

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