Lifco Hydraulics USA Warranty and Terms of Sale
Lifco Hydraulics USA strives to deliver only the highest quality parts and components. All units are tested before shipping, however, when something fails to meet your expectations, every effort will be made to correct it. All our products are warranted to be free from defects in material and workmanship for a period of one year from delivery. Should a problem occur during this period, please bring it to our attention immediately. Any unit to be considered for warranty coverage must be returned to our plant for inspection, freight prepaid. If it is determined that the unit is covered under warranty, we will repair or replace it at no charge to you and reimburse all freight charges. If the unit cannot be replaced, you will receive full credit at once. Refer to the Return Goods Authorization Number (RGA #) when returning the item, freight prepaid. This warranty does not cover units which have been disassembled or repaired by anyone other than Lifco, nor failure due to misuse, abuse, neglect, accident, or tampering, and does not cover any customer loss or expense resulting from the unit being out of operation. The unit must be operated according to original manufacturer's specifications, otherwise this warranty is null and void. If a replacement has been shipped and the warranty is void, the original will be restocked at a fee.
If a non-defective, unused item must be returned, please notify our sales department within 10 days to receive a Return Goods Authorization Number. All items must be returned freight prepaid with a packing list referring to the RGA #. A credit memo will be issued for items returned less a restocking charge.
Lifco hydraulics Ltd./Inc. (The Seller), warrants the products and repair parts sold by it will be free from defects in materials and workmanship under normal service until the expiration of the earlier of 6 months form the factory. This limited Warranty is applicable only when products are installed and used in accordance with The Seller's printed instructions, all applicable federal, state and local regulations.
If within 30 days after Buyer's discovery of what Buyer believes is a defect, Buyer notifies The Seller shall, at its sole option, repair or replace F.O.B point manufacture, the product or components found to be defective. Failure by Buyer to give such written notice within 30 days shall be deemed an absolute and unconditional waiver of Buyer's claim for such defects.
Other than the above, and subject to the limitations of liability below, The Seller makes no representation or warranty, express or implied, as to merchantability and fitness for a particular purpose with respect to the products and parts whether used alone or in combination with any other products or materials.
The above warranty and the above obligations to repair or replace are complete and exclusive and The Seller expressly disclaims liability for special consequential damages of any nature whatsoever.
The exclusive remedy of The Buyer shall be a right of action to recover damages limited to the purchase price of the merchandise, as may be defective, less its salvage value. The Seller shall not be liable hereunder to Buyer or others claiming through The Buyer for special or consequential damages for any reason whatsoever whether such cause be based on theories of conduct, negligence, strict liability, tort or otherwise.
The Seller neither assumes nor authorizes any person to assume for The Seller any other liability in connection with the sale and/or use if said merchandise. This Warranty shall not apply to any merchandise with shall be have repaired or altered outside the Sellers factory in any way so as, in the judgment of The Seller to affect its performance, nor to any merchandise which shall have been installed or operated contrary to our instructions.
If The Seller furnishes technical advice to Buyer, whether or not at Buyer's request, with respect to application, further manufacture or other use of products and parts, The Seller shall not be liable for such technical advice and Buyer assumes all risks of such advice and the results thereof.
This agreement shall be construed and the rights and obligations of the parties hereto under this agreement shall be determined in accordance with the laws of the Province of Ontario.
Standard Conditions of Sale
- Terms: all invoices are due and payable Net 30 days.
- All orders become effective only upon acceptance by Lifco Hydraulics Ltd./Inc.
- All shipments are F.O.B. shipping point: title and risk of loss shall pass to Customer upon delivery to carrier on all shipments. Freight, handling and applicable customs documentation preparation fees require for exports are the obligation of the customer.
- All request for cancellations and changes must have prior approval and are subject to the appropriate charges and conditions as per Lifco Hydraulics Ltd./Inc. standard policy.
- All applicable state, local, and federal sales, use, excise or similar taxes shall be the obligation of the customer.
- Lifco Hydraulics Ltd./Inc. warrants that the goods supplied hereunder will conform to the description above, that it will convey good title thereto and that such goods will be fit for the ordinary purpose for which such goods are used. There is no warranty that the goods will be fit for any particular purpose nor is there any other warranty expressed or implied.
- Liability: Lifco Hydraulics Ltd./Inc. shall not be liable for any incidental or consequential damages for any breach of warranty or any obligation in case of any breach of warranty as to any goods. Lifco Hydraulics Ltd./Inc.'s liability and buyers exclusive remedy are expressly limited to the repair or replacement of such goods or the refunding, upon the return of such good, of any purchase price paid therefor.
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Offer of Sale
The items described in this document and other documents or descriptions provided by Parker Hannifin Corporation, its subsidiaries and its authorized distributors 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 such item, when communicated to Parker Hannifin Corporation, its subsidiary or an authorized distributor ("Seller") verbally or in writing, shall constitute acceptance of this offer.
- 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 an 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.
- Payment: Payment shall be made by Buyer net 30 days from the date of delivery of the items purchased hereunder. Amounts not timely paid shall bear interest at the maximum rate permitted by law for each month or portion thereof that Buyer is late in making payment. Any claims by Buyer for omissions or shortages in a shipment shall be waived unless Seller receives notice thereof within 30 days after Buyer's receipt of the shipment.
- Delivery: Unless otherwise provided on the face hereof, delivery shall be made F.O.B. 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.
- Warranty: Seller warrants that the items sold hereunder shall be free from defects in material or workmanship for a period of 18 months from date of shipment from the Company. 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.
- 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.
- 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.
- 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 by Buyer. In no event will Buyer acquire any interest in apparatus belonging to Seller which is utilized in the manufacture of the items sold hereunder, 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.
- 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.
- 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.
- 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 an 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 secret or any similar right.
- 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.
- Entire Agreement/Governing Law: 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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©®1996 Parker Hannifin Corporation Printed in U.S.A. June, 1996