GENERAL These are the terms and conditions governing the sale of Seller's goods. Unless otherwise specified on Seller's order confirmation, all other terms and conditions express or implied, are excluded. None of the Seller's employees or agents has authority to modify or supplement these conditions or to accept any order except on Seller's official sales forms. Seller's commitment shall become effective only upon Buyer's receipt of Seller's written acknowledgement order or invoice, whichever occurs first. In any case, acceptance of Seller's full or partial deliveries, as the case may be, or payment by Buyer, shall constitute acceptance of Seller's sale conditions and waiver of Buyer's order conditions.
PRICES Goods, which are to be shipped within thirty (30) days as from the date of Seller's acknowledgement order, shall be invoiced at the price quoted by Seller. The price of any such goods which are to be shipped more than thirty (30) days after the date of this acknowledgement order may be increased by Seller in accordance with increases in Seller's costs and/or general price list increases occurring after the date of Seller's order confirmation. Unless otherwise stated on Seller's order, prices are net prices and exclusive of VAT and all other duties, fees, freight charges or taxes. In the event of Airtech’s determination that changes in the prices of raw materials, or any change by the Customer to its order may adversely affect Airtech, Airtech reserves the right to amend its quoted prices.
PAYMENT Unless otherwise stated on Seller's order confirmation, payment has to be performed within 30 days as from the date of the invoice. All sums due to Seller have to be paid without discount in the currency and to the address stated on Seller's order confirmation (Luxembourg) or such other address as Seller may require. Seller's acceptance of a draft or comparable document shall not constitute payment. Payment is only deemed to have been made when arrived on Seller’s bank account. Any sum due to Seller under the contract which is not paid on the date specified here before shall be increased, without the necessity of any reminder, by 10 % with a minimum of 75,00.- EUR without prejudice to a monthly interest rate of 1,5%, calculated on the amount of the invoice. In the event the Buyer fail to fulfil the payment terms, as defined hereby, or should Seller have indications that the Buyer's financial responsibility is inadequate, Seller may in his sole discretion, either demand payment of all outstanding amounts whether due or not, and/or cancel any or all outstanding orders and decline to make further deliveries except upon receipt of cash or any satisfactory security. As long as all the amounts due to Seller are not completely paid, Buyer pledges to the Seller, as a security, all the claims it could have towards its buyers or customers.
OFFSET / RETENTION Unless otherwise specified by the Seller in written, offset or retention of payment by Buyer in respect of any claim shall not be valid. Seller may appropriate sums received from Buyer against any debt due to Seller from Buyer (under this or any other contract).
RISK Risk of loss of the goods sold hereby shall be transferred at the place of delivery specified by Seller. All material of the Buyer which might be consigned to Seller's premises for processing shall at all-time be at Buyer's risk, and Seller shall not be liable for loss or damage thereto, whether or not involving negligence by the Seller. Incoterms shall apply to export sales.
DELIVERY Delivery or dispatch dates quoted by Seller are not guaranteed unless stated so to be on Seller's order confirmation. Delivery shall be made to the place(s) and by the method(s) specified on Seller's order confirmation. Unless otherwise specified on Seller’s order confirmation, place of delivery shall be at Buyer’s office. Buyer is responsible for unloading. Buyer shall take delivery of the products by any date quoted by Seller or, if none, requested by Buyer, but in any case, within a reasonable time. Seller may deliver early where reasonable. Buyer shall be responsible for all storage and other costs relating to Buyer's failure to comply with the contract. Buyer shall promptly supply all information and assistance required for Seller to execute Buyer's order. Seller reserves the right to select the mode of transportation and the carriers to the place of delivery. Buyer shall bear the cost of special transportation arrangements so requested by him. Buyer's or its carrier's receipt shall be conclusive evidence of delivery. Buyer shall accept manufacturing tolerances accepted in the trade and w eights or quantities varying by not more than 5 % from the contract weight or quantity. In case of partial inability to supply the ordered goods for any reason, seller may allocate its available supply among any or all of its purchasers or make partial deliveries, as it may deem fair or practical. Accordingly, failure to make any particular delivery or any breach of CONTRACT by Seller relating thereto shall not affect any remaining deliveries.
FORCE MAJEURE Seller shall not be liable for any failure to comply with the contract related to any circumstances whatever (whether or not involving Seller’s negligence) which are beyond Seller’s reasonable control and which prevent or restrict Seller from complying with the contract. It is expressly understood between parties that the following events are nonlimitative examples of FORCE MAJEURE: fire, explosion, accident, flood, labour trouble or shortage, war, act of or authorized by any government, inability to obtain suitable material, equipment, fuel, power or transportation, supplier’s bankruptcy or act of God or arising from contingencies.
SELLER’S WARRANTY Seller’s quote constitutes an offer. Acceptance by Buyer is not effective until a Confirmation is issued by Seller. For Buyer’s benefit, Seller urges Buyer to read the complete Limited Warranty and Terms and Conditions prior to placing its order. As a precondition for the issuance of Seller’s Confirmation, Buyer irrevocably agrees that any language in Buyer’s order, or other documentation, which is in conflict with Seller’s Limited Warranty and Terms and Conditions, is material, objected to, and deemed to be stricken, rendering it of no effect. Either party may, without cause, withdraw from the sale by giving written notice to the other party prior to the 10th day after Seller’s issuance of its Confirmation. If Seller elects to withdraw and has already shipped the goods, Seller may request return of the goods and Seller shall pay the shipping costs therefor. The rules regarding returns, other than where Seller elects to withdraw, are set out in Seller’s Terms and Conditions under the caption “RETURNS.” Seller warrants, for a period of 180 days from the date of original delivery, and only to the original purchaser, that all goods sold to buyer shall be free from material defects in seller’s workmanship. Good are sold “as is”, and seller makes no other warranty, either expressed or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose. Buyer shall provide Seller with a reasonable opportunity to investigate any claim for defective goods, or this limited warranty shall be deemed to have been waived by the Buyer. This limited warranty shall be void and not apply to goods that have been subjected to misuse, use not in compliance with any instructions provided by Seller, alteration, mishandling, operation outside of specifications, neglect, abuse, accident, damage, improper installation or maintenance, or to goods altered or repaired by anyone other than Seller or Seller’s authorized representative. Where goods have been processed in any manner by anyone other than the Seller, the warranties expressed hereunder shall be limited to the goods in their unprocessed condition. Buyer shall notify Seller with a full description of the basis for all claims for alleged material defects in workmanship or any incomplete or failed delivery, loss or damage during carriage or if the products fail to comply with Seller’s warranty or with Seller’s order confirmation (in quantity, quality and/or conformity) within 15 days after he learns or reasonably should have learned of the above mentioned defects and, in any case, before the earlier of:
180 calendar days from the date of original delivery of the goods; or
15 days after the goods have been used or put into process, otherwise, such claims shall be deemed to have been waived by Buyer.
If it is shown to Seller's reasonable satisfaction that the products fail materially to comply with Seller's Warranty, or with Seller’s order confirmation, Seller shall be given a reasonable opportunity to correct such failure and if Seller does not or is unable to do so, Seller will, at his sole option, replace the products or refund the price paid by Buyer (or if the products have depreciated for reasons other than Seller's default or have been used or put into process a reasonable part of the price). Goods shall not be returned to seller without Seller’s permission. Replacement products are covered by these conditions including Seller's Warranty. Products which are alleged not to comply with the contract shall as far as possible be preserved for inspection by Seller and if replaced or if a refund is made shall be returned to Seller (at Seller's cost) if Seller reasonably so requests. The Seller’s warranty does not apply to seconds, remainder stock or samples or to goods sold as obsolete or substandard, nor does apply if the alleged defect are attributable to any material of the Buyer furnished to the Seller for processing or incorporation into the products and Seller shall be under no duty to examine any such material prior to such processing or incorporation. In connection with solicitations of orders for the products, Seller may render engineering advice and services to Buyer. Seller provides no warranty respecting such advice or services, and, without limiting the generality of any of the foregoing, Seller assumes no responsibility for advice or assistance given or consequences resulting from such advice or assistance, these being given and accepted at Buyer’s risk. If any model or sample was shown to Buyer, such model was used merely to illustrate the general type and quality of the goods and not to warrant that the goods would be of that type of nature. No agent, employee, or representative of Seller has any authority to bind Seller to any representation, affirmation, or warranty concerning the goods and any such representation, affirmation or warranty shall not be deemed to have become a part of the basis of the sales contract and shall be unenforceable. ONLY PRODUCTS SOLD DIRECTLY FROM AIRTECH OR THROUGH YOUR AUTHORIZED AIRTECH DISTRIBUTOR ARE COVERED BY OUR LIMITED WARRANTY.
LIMITATION OF LIABILITY To the fullest extent allowed by law, Seller shall not be liable in contract or in tort (irrespective of any negligence or other act, default or omission or Seller or its employees or agents) for any general, consequential, punitive, exemplary, direct, indirect, special, collateral or incidental damages, including without limitation, any damages for loss of use, loss of profits, diminution of market value, consequential damage or loss, installation costs or labour, directly or indirectly arising from the sale, handling or use of the product (whether used singly or in combination with other products) or from any other cause relating thereto. Seller assumes no responsibility for the performance of any Airtech products for any particular use. In any case, the company’s liability is expressly limited to the replacement (in the form originally shipped) of products not complying with this express warranty or, at the Seller’s sole option, to the repayment of, or crediting Buyer with an amount equal to the purchase price of such products ex-work and ex-VAT(or if the products have depreciated for reasons other than Seller's default or have been used or put into process, to a reasonable part of the price), whether such claims are for breach of warranty or negligence.
TECHNICAL ADVICE Upon request, in reference to the use of the goods by Buyer, Seller shall endeavour to furnish any of its available technical advice or assistance. Seller may also render engineering advice and service to Buyer and may, if requested by Buyer, endeavour to furnish suitable drawing equipment to be constructed by other. It is expressly understood, however, that Seller assumes no obligation or liability for advice or assistance given or consequences resulting from such advice or assistance, these being given and accepted at Buyer’s risk.
ORDER TRANSFER / ASSIGNMENT Orders are not assignable or transferable by Buyer, in whole or in part, unless priory approved by Seller in writing. Orders are transferable by Seller, in whole or in part, without Buyer’s approval.
HEALTH AND SAFETY AT WORK Buyer shall ensure that all products are safely and lawfully received, stored and maintained, used or applied by Buyer and that Buyer obtains relevant information in Seller's possession relating thereto. Buyer shall ensure that all appropriate safety information is distributed and drawn to the attention of customers and all others who required it for the safe handling or use of the products.
TERMINATION AND SUSPENSION Seller may (without prejudice to its other rights or remedies), terminate or suspend Seller's performance of the whole or any outstanding part of the contract if:
Buyer fails to take delivery of or to pay for the products on the date required on Seller’s order or breaches any other term of the contract; or
if Buyer becomes bankrupt or insolvent or if a receiver or encumbrancer takes possession of any material part of Buyer's assets, or Buyer suffers any foreign equivalent of the foregoing; or
if Seller has reasonable grounds for suspecting that an event in Clause (ii) has occurred or will occur or that Buyer will not pay for the products on the due date and so notifies the Buyer.
PROPERTY RESERVE - GUARANTEE Any goods delivered or to be delivered remain the exclusive property of Seller, until Seller has received payment in full for the goods. If Buyer mixes or processes the goods so that they lose their identity or are irrecoverably incorporated in or mixed with other goods, the resulting product (“the Downstream Product”) shall be Seller’s property until full payment for the originally delivered good unless the value of the other goods (as measured by the price charged to the buyer or, if none, the direct factory cost to the Buyer of their manufacture) exceeds the contract price for the goods delivered by Seller. In this case, Buyer has the right to resell the delivered goods and/ or the Downstream Products to an unrelated third part on the resolving condition of full payment for the goods delivered by Seller. In this event, Buyer already assigns the resultant claim for payment to Seller. Buyer shall notify the assignment to the third party. Until ownership of the products or Downstream Products passes to Buyer, Buyer shall insure them against all usual risks to full replacement value, shall sell, use or part with possession of them only in the ordinary course of trading and shall, where reasonably possible, keep each delivery separate and clearly identified as Seller's property.
INTELLECTUAL PROPERTY Buyer shall not use trademarks or trade names applied to or used by Seller in relation to the products in any manner not approved by Seller. Buyer shall indemnify seller against any liability incurred by seller:
as a result of incorporating property of Buyer in the products or applying any trademark, trade name or design to the products on Buyer’s instructions, or complying with any other instructions of Buyer relating to the products and,
in relation to any third party claims arising from use made of or dealings by Buyer in the products (irrespective of whether they involve the negligence of Seller, its agents or employees) except in case of Seller’s willful default. The indemnified party shall promptly notify the other of any relevant claim, shall comply with the other's reasonable requirements to minimize liability and/ or avoid further liability and shall allow the other conduct of any action and/ or settlement negotiations, on reasonable terms.
MISCELLANEOUS Notices must be in writing to Seller's or Buyer's address and are deemed to be delivered on the first working day after sending by hand or (subject to confirmation of transmission) by fax. Qualified acceptances by Buyer on delivery notes shall not constitute notice of any claim or acceptance by Seller of any such qualification. No failure by Seller to enforce any provision of this contract shall be construed as a release of its rights relating thereto or to sanction any further breach. If any provision of the contract is found to be invalid or unenforceable it shall have effect to the maximum extent permitted by law, or, if not so permitted, shall be deemed deleted.
LANGUAGE Where difficulties of interpretation could appear between translation of the present conditions and the English version, the English version will prevail.
LAW These terms and conditions shall be subject to and construed in accordance with laws of Luxembourg. The courts of Luxembourg or, at the Seller’s option, the courts of any place of business of the Buyer, shall have jurisdiction for any litigation which may arise hereby. Application of the conventions relating to uniform law on international sale of movable goods is excluded.
DATA PROTECTION Buyer agrees that its personal data are collected, treated and processed by Seller in respect with the Luxembourg’s law of August 2nd, 2002. Buyer has the right to be informed, to have access or/and to require modifications of its personal data.
STORAGE CONDITIONS Any time that Buyer does not find specific storage conditions of products in the related Airtech data sheets, Seller advised that unlimited shelf life products are stored under following conditions:
material should be stored in original packaging.
the storage conditions should be 22°C (+/- 5°C) and 50% (+/- 10%) relative humidity. It is recommended to assure the same conditions during the use of the material.
the damaging impacts by humidity and direct sunlight by storing materials outside, have to be avoided.
Specifications to which products should be certified.
SHIPPING Airtech Europe Sarl works in cooperation with distributors located all over Europe. They maintain local inventories and corporate offices in order to give you the best service in a minimum of time. In general, their prices include shipping charges from Airtech Advanced Materials Group, taxes, duties and insurances. We strongly recommend to ask for the FCA (Free Carrier point) definition for your specific delivery.
CHANGE ORDERS Orders may be changed by providing written notice prior to shipment, however, any change in supply configuration or number may result in rescheduling the shipment in accordance with the new lead time. No changes or cancellations of special ‘‘custom’’ orders are allowed, after receipt of order.
RETURNS With prior approval, Airtech will accept returns for all ‘‘non-custom’’ products within 30 days after Airtech shipment. All requests for a return authorization shall be in writing with a detailed explanation with the reason for the return. Any returns requested after 30 days will only be approved, if at all, within a reasonable amount of time after shipment for the purpose of customer inspection and testing. Airtech will not accept returns of prepreg materials or ‘‘custom’’ made products (which includes but not limited to slit goods, heat seamed products, hoses, sewn construction, non-stock printed items, any items where a minimum order quantity is quoted, special sizes, etc.). All returned products must be in new condition and in the original containers or packaging. Buyer shall be responsible for transportation charges of returned products to Airtech, unless otherwise agreed by Airtech.
Returned products will not be accepted at Airtech unless accompanied by an Airtech issued return authorization number. Return authorization numbers issued are valid for 60 days. If Airtech has not received the return product within 60 days of issue date, the return will not be accepted. A restocking charge of a minimum of 15 % of the net purchase price shall be charged for the following after 30 days grace period:
Any returns based on customer order error
Any returns based on individual circumstance where Airtech will incur significant cost as a result of the return (i.e. administrative costs, shelf life concerns, inventory issues).
This restocking charge, upon the decision of Airtech, may be waived or increased up to 50 % based upon the individual circumstances of the order in question; however, 15 % shall be used as a standard.
PRODUCT SUPPLY AND CONSISTENCY Our products are not “fly away” products but rather are consumables, used for vacuum bagging of composite parts and for the production of molds. Our products have been safely used throughout the world for nearly 50 years, and where noted in our product specification materials, are qualified in compliance with applicable worldwide and industry specifications. All of our supplier’s products meet our data sheet specifications, which set out the parameters for use of our product. A safe supply of products to our customers is a vital concern of Airtech. In order to assure our customers that they will have access to products despite the vicissitudes of the marketplace, we qualify multiple sources for our products and raw materials. Having multiple sources has allowed Airtech to maintain a consistent supply of materials, even in the most difficult of times, and allows Airtech to supply products in conformance with the data sheet, as it appears in the applicable product catalogue, from an alternate supplier when necessary to meet a customer’s order requirements. Airtech has four worldwide facilities that produce or convert materials. Each of these Airtech facilities is among the most technologically advanced of its kind in the world, and provides backup to our worldwide supply chain as needed. From the first day of the establishment of Airtech International, Inc. and its affiliated companies, Airtech has had one preeminent goal:to develop and supply products whose performance fulfils its customers' daily needs for quality and dependable products, and which serve as a solution to customers' problems. For this reason, Airtech describes how each of its products can be expected to perform -- i.e., its temperature range, elongation at break, tensile strength, density, yield, shelf life, etc. – in our Catalogue Data Sheets. It is Airtech' s promise that all of its products, wherever sold at any of its locations throughout the world, will conform to these performance specifications as described in its Catalogue Data Sheets. Ordering from Airtech gives you the safety of multiple sourcing with just one order.
PRODUCT CHANGES Airtech reserves the right to discontinue the manufacture or sale of any product at any time or to alter, modify or redesign its products.
MATERIAL TOLERANCE For all of our materials, the thickness, width and roll size information given is an approximation based on "typical" values which have a nominal range about them and are not intended for specification purposes. Slight variations in the colour of products are normal and will not affect performance.