Omni USA, Inc. v. Parker-Hannifin Corporation

Omni USA, Inc. (Omni) (plaintiff) wanted to purchase from Parker-Hannifin Corporation (Parker) (defendant) cartridge seals for gearboxes. Parker’s quotation included the following terms and conditions set off in enlarged capital letters and/or bold print: (1) Parker warranted for one year from delivery that the product would be free from defects in materials and workmanship; (2) the limited warranty was the exclusive warranty and available remedy; (3) the product was not sold with any implied warranty of merchantability or fitness for a particular purpose; (4) Parker’s liability was limited to repair or resupply; (5) Parker was not liable for incidental or consequential damages; and (6) any claim for damaged products would be waived unless in writing within 30 days from the date the defect was or should have been discovered. Omni issued purchase orders and accepted delivery of seals for more than a year. Some of the gearboxes started leaking oil because of a design or manufacturing flaw. Omni sued Parker for breaches of contract, express warranties, and implied warranties of merchantability and fitness for a particular purpose, alleging that Parker improperly designed, manufactured, marketed, and serviced the seals. Parker moved for summary judgment, arguing that (1) Omni could not prove a defect caused the leaks and (2) the seals were subject to terms and conditions that contained enforceable disclaimers and limitations.