AIRTECH INTERNATIONAL, INC.
Limited Warranty and Terms and Conditions
Revised as of January 21, 2021
Product Limited Express Warranty
LIMITED WARRANTY (Limited Express Waranty)
SELLER EXPRESSLY 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 MATERIAL OR WORKMANSHIP. GOODS ARE SOLD “AS IS,” AND SELLER MAKES NO OTHER WARRANTY, EITHER EXPRESS 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 EXPRESS WARRANTY SHALL BE DEEMED TO HAVE BEEN WAIVED BY THE BUYER. THIS LIMITED EXPRESS 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 GOODS ALTERED OR REPAIRED BY ANYONE OTHER THAN SELLER OR SELLER’S AUTHORIZED REPRESENTATIVE.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY LAW, SELLER SHALL NOT BE LIABLE IN CONTRACT OR IN TORT 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 (INCLUDING LOSS OF GOODWILL, BUSINESS OR ANTICIPATED SAVINGS), DAMAGE OR EXPENSE, OR DAMAGE TO OTHER PRODUCTS, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, AND SHALL NOT BE LIABLE FOR ANY DAMAGES CLAIMED BY YOU OR BY ANY OTHER PERSON OR ENTITY UPON THE THEORIES OF NEGLIGENCE (INCLUDING GROSS NEGLIGENCE) OR STRICT LIABILITY IN TORT. SELLER’S SOLE LIABILITY IS EXPRESSLY LIMITED TO THE REPLACEMENT (IN THE ORIGINAL FORM SHIPPED) OF GOODS NOT COMPLYING WITH THIS EXPRESS LIMITED WARRANTY, OR AT SELLER’S SOLE OPTION, TO THE REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF THE GOODS, REGARDLESS OF WHETHER THE CLAIMS ARE FOR BREACH OF WARRANTY OR ARE MADE IN IN TORT.
ONLY GOODS SOLD DIRECTLY FROM AIRTECH OR THROUGH AN AUTHORIZED AIRTECH DISTRIBUTOR ARE COVERED BY THIS LIMITED EXPRESS WARRANTY.
IN CONNECTION WITH SOLICITATION OF ORDERS FOR GOODS, UPON REQUEST OF BUYER, SELLER MAY PROVIDE ENGINEERING INPUT AND/OR SERVICES TO BUYER. SELLER PROVIDES NO WARRANTY WITH RESPECT TO ANY SUCH ENGINEERING INPUT AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO NO ASSUMPTION OF RESPONSIBILITY FOR ANY ENGINEERING INPUT OR SERVICES PROVIDED TO BUYER OR FOR ANY CONSEQUENCES RESULTING FROM ANY SUCH ENGINEERING INPUT OR SERVICES. ANY SUCH ENGINEERING INPUT OR SERVICES ARE GIVEN TO BUYER AT BUYER’S OWN RISK.
WARRANTY CLAIM PROCEDURE
This limited express warranty shall apply only in the event that Buyer provides Seller with a full written description of the basis for all claims for alleged material defects in material or workmanship, for incomplete or failed delivery, for loss or damage during carriage, or for failure to comply with Seller’s order confirmation, in writing within 15 calendar days after Buyer learns or reasonably should have learned of the basis for a warranty claim, but in any event no later than the earlier of: (1) 180 calendar days from the date of original delivery of the goods; or (2) 15 days after the goods have been used or put into process. Buyer also shall provide Seller with a reasonable opportunity to investigate any claim for defective goods, else this Limited Express Warranty shall be deemed to have been waived by the Buyer. Goods which are alleged to be defective shall as far as possible be preserved for inspection by the Seller, and if replaced or a refund is made, shall be returned to the Seller (at Seller’s cost and in a manner directed by Seller) if Seller reasonably so requests.
TERMS AND CONDITIONS (APPLICABLE TO ALL AIRTECH PRODUCTS)
These Terms and Conditions govern the sale of Seller’s goods. Unless otherwise specified on Seller’s order confirmation or invoice, any other Terms and Conditions, whether express or implied, are excluded. None of Seller’s employees or agents has authority to modify or supplement these Terms and Conditions or to accept any order except on Seller’s order forms. Seller’s commitment to a sale shall become effective only upon issuance of Seller’s written acknowledgement confirming the order or issuance of Seller’s invoice, whichever occurs first.
In the event and to the extent that the Limited Warranty is in conflict with the Terms and Conditions of Airtech International, Inc. for Seller’s goods, the provisions of the Limited Warranty will prevail.
Acceptance is expressly conditioned on Buyer’s assent and agreement to these Terms and Conditions, without addition, deletion, or modification. Any additional terms and conditions proposed by Buyer that add to, vary from, or conflict with these Terms and Conditions, whether included in a purchase order, acknowledgement, request for proposal or other document provided by Buyer, are deemed to be material alterations of the Agreement between Buyer and Seller, and notice of objection is hereby given. Any such proposed additional terms and/or conditions from Buyer are rejected and shall be void.
In addition, acceptance by Buyer of Seller’s full or partial deliveries, whichever the case may be, or payment by Buyer, shall constitute acceptance of Seller’s Terms and Conditions without addition, deletion and/or modification, and waiver of any additional or modified terms or conditions proposed by Buyer.
PRODUCTS AND REPRESENTATIONS TO WHICH THE LIMITED WARRANTY DOES NOT APPLY
The Seller’s Limited Warranty does not apply to seconds, remainder stock, or samples, or to goods sold as obsolete or substandard, nor does it apply if any alleged defects are attributable to any material that the Buyer furnished to the Seller for processing or incorporation into the goods. Seller shall be under no duty to examine any such material provided by the Buyer prior to such processing or incorporation into the goods.
If any model or sample was shown to the Buyer, such model or sample was used solely to illustrate the general type and quality of the goods, and was not shown to warrant that the goods would be of that type or nature or in conformance with the model or sample.
No agent, employee or representative of Seller has any authority to bind Seller to any representation, affirmation or warranty concerning the goods. Any such representation, affirmation or warranty shall not be deemed to be a part of the basis of the sale of goods and shall be unenforceable.
This limited warranty shall apply only to such goods that appear in the Airtech Product Catalogue Data at the time of the purchase of the goods, and to such goods that from time to time may replace an existing product in the catalogue.
Goods, which are to be shipped within 30 days as from the date of Seller’s confirmation of the sales order, shall be invoiced at the price quoted by Seller. The price of any such goods which are to be shipped more than 30 days after the date of Seller’s confirmation 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 confirmation of the order . Unless otherwise stated on Seller’s order confirmation, prices are net prices and exclusive of sales tax and all other duties, fees, freight charges and/or taxes.
Unless otherwise stated on Seller’s order confirmation, payment is to be made within 30 days from the date of the invoice. All sums due to Seller are to be paid without discount in the currency, and to the address stated on Seller’s order confirmation (Huntington Beach, CA) or to such other address as Seller may require. Seller’s acceptance of a draft or comparable document shall not constitute completed payment; payment only is deemed to have been completed when payment has arrived in Seller’s bank account. Any sum due to Seller under the sales contract which is not paid, as described herein, within 30 days shall be increased, without the necessity of any reminder or notice, at a monthly interest rate of 1.5 %, calculated on the outstanding amount of the invoice.
In the event the Buyer fails to fulfil the payment terms, as defined herein, or should Seller have reason to believe that the Buyer’s financial responsibility is inadequate, Seller may, in its sole discretion, either demand immediate 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 security satisfactory to the Seller. So long as all the amounts due to Seller are not completely paid, Buyer pledges to the Seller, as security, all the claims Buyer could or may have against its own buyers or customers.
OFFSET / RETENTION
Unless otherwise specified by the Seller in writing, any attempted offset or retention of payment by Buyer in connection with any claim shall not be valid. Seller may appropriate sums received from Buyer against any debt due to Seller from Buyer, whether due under this contract or under any other contract.
Risk of loss of the goods sold shall be transferred at the place of delivery specified by Seller. Any and all material of the Buyer which might be consigned to Seller’s premises for processing shall at all times be at Buyer’s risk, and Seller shall not be liable for loss or damage thereto, whether or not any such loss or damage involved negligence or gross negligence by the Seller. Incoterms shall apply to export sales. If shipped via Delivered Incoterm, Airtech shall only be liable for freight damage when shipped in full containers.
Delivery or dispatch dates quoted by Seller are not guaranteed unless so stated 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 location. Buyer is responsible for unloading at destination. Buyer shall take delivery of the products by any date quoted by Seller or, if no date was specified by Seller, by the date requested by Buyer, but in any event 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 terms of the sales 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 for shipment of goods to the place of delivery selected by Buyer. Buyer shall bear the cost of any special transportation arrangements requested by Buyer. Execution of a receipt by Buyer or the executed carrier’s receipt shall be conclusive evidence of delivery to Buyer.
Buyer shall accept manufacturing tolerances accepted in the trade and weights or quantities varying by not more than 5 % from the contract weight or quantity. In case of Seller’s 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 and/or practical. Accordingly, any failure of Seller to make any particular delivery, or any breach of contract by Seller relating to a particular delivery, shall not affect any remaining deliveries or contracts.
Seller shall not be liable for any failure to comply with the contract related to any circumstances whatsoever (whether or not involving Seller’s negligence or conduct) 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 non-limitative examples of FORCE MAJEURE: fire, explosion, accident, flood, labor trouble or shortage, disease, epidemic, pandemic, war, act of (or authorized by) any local, state or federal government entity (including but not limited to emergency declarations), inability to obtain suitable material, equipment, fuel, power or transportation, supplier’s bankruptcy, arising from contingencies, or act of God.
ORDER TRANSFER / ASSIGNMENT
Orders are not assignable or transferable by Buyer, in whole or in part, unless previously 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 goods are safely and lawfully received, stored and maintained, used or applied by Buyer, and shall ensure that Buyer requests and obtains all relevant information in Seller’s possession relating to handling or use of the goods. Buyer shall ensure that all appropriate safety and warning information is distributed and drawn to the attention of customers, users, and any and all others who require the safety information 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 sales contract if: (i) Buyer fails to take delivery of or to pay for the products on the date required on Seller’s order confirmation, or breaches any other material term of the sales contract; (ii) if Buyer becomes bankrupt or insolvent ,or if a receiver or encumbrance takes possession of any material part of Buyer’s assets, or Buyer suffers any foreign equivalent of the foregoing; or (iii) 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 Seller so notifies the Buyer.
PROPERTY RESERVE - GUARANTEE
Any goods delivered or to be delivered by Seller 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 goods has been received, unless the value of the Downstream Product (as measured by the price charged to the buyer of the Downstream Product or, if none, the direct factory cost to the Buyer of the manufacture of the Downstream Product), unless the cost of 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 party on the resolving condition of full payment for the goods delivered by Seller. In this event, Buyer is deemed to have assigned to Seller the resultant claim for payment from the third party sale. Buyer shall notify the assignment to the third party. Until ownership of the products or Downstream Products passes to the third party, 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.
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: (i) 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 (ii) 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 wilful 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 to conduct appropriate action and/or settlement negotiations, on reasonable terms.
Notices required under these Terms and Conditions must be in writing and sent to Seller’s or Buyer’s business address of record, and will be deemed to be delivered on the first working day after sending by hand delivery, by email (subject to confirmation of receipt), or by UPS or FedEx overnight delivery.. Qualified acceptances by Buyer on delivery notices shall not constitute notice of any claim or acceptance by Seller of any such qualified acceptance. No failure by Seller to enforce any provision of the sales contract shall be construed as a release of its rights relating any other provision of the sales contract, or to sanction any further breach of the sales contract. If any provision of the Airtech sales documents or any other documents issued by Airtech is found by a Court of competent jurisdiction to be invalid or unenforceable, then the remainder of the document or documents shall have full force and effect, and the invalid provision shall be modified or partially enforced to the maximum extent permitted by law.
Where any difficulties of interpretation could or may appear between a foreign language translation of the sales contract, the Limited Warranty and/or these Terms and Conditions and their English language version, the English language version will control the interpretation.
CHOICE OF LAW
The Limited Warranty and these Terms and Conditions shall be subject to and construed in accordance with the laws of the State of California, USA, without regard to any conflicts of law or choice of law principles of any jurisdiction.
THESE TERMS AND CONDITIONS EXCLUDE THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS TO ALL TRANSACTIONS RELATING TO THE SALE OF GOODS.
Any action or claim shall be brought in a court of competent jurisdiction in the State of California, or at Seller’s sole option, in the courts of any place of business of Buyer. Buyer shall give a minimum of 10 days written advance notice to Seller of any such intended legal action or claim filing, including the intended venue of filing.
Seller will comply with applicable federal, state, and local laws and regulations governing data protection. Buyer has the right to have access to and to require the modifications of its personal data. In the event the Seller becomes aware of any data breach affecting Buyer’s personal data that is maintained in Seller’s systems, Seller will promptly and without undue delay notify Buyer of such data breach. A “data breach” shall mean the breach of the security of the system or data as defined by Cal. Civ. Code Sec. 1798.29 (a). Buyer agrees and consents to the use of its personal data by Seller in the event Seller becomes subject to the data breach notification requirements, including those of the California Data Breach Notification Security Act.
Any time that Buyer does not find specific storage conditions for products in the related Airtech data sheets, Seller advised that unlimited shelf life products are stored under following conditions: (i) when stored in original packaging at 72°F (22°C).
HOW TO ORDER AIRTECH PRODUCTS
By phone: ?? ? +1 714 899 8100
By fax: ?? ?????? +1 714 899 8179
By email:?? ???? email@example.com
Office hours:? M-F 7:00am - 4:00pm Pacific
The order should contain the following information:
> Your purchase order number
> Complete shipping address (no post office boxes) and invoicing address
> Complete product description and quantity
> Special packaging requirements (if needed)
> Specifications to which goods should be certified (if needed)
> Quote number (if applicable)
> Requested ship date
If the above information is not available, the order may be delayed pending additional information.
BAGGING FILM ORDER REQUIREMENTS
The following information is required for all bagging film orders:
> Product description
> Number of roll(s)
> Style: sheeting (SHT), centerfold (CF), lay-flat tubing (LFT), lay-flat tubing gusseted (LFT-G)
> Special packaging requirements
> Specifications to which products should be certified.
Airtech International, Inc. has distributors worldwide who maintain local inventories of stock,; inventory also is maintained at our corporate offices and warehouse facilities. This inventory is the world's largest of its kind; therefore, FOB points can vary to meet your needs. Unless otherwise quoted, all products sold are quoted as F.O.B. Chino, California; this includes for customers located in South America, Australia, Asia and North America.
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 the order.
With prior approval, Airtech will accept returns for all ‘‘non-custom’’ products within 30 days after Airtech’s shipment of the product. 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 is 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, when issued, are valid for 60 days. If Airtech has not received the return product within 60 days of return authorization 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 a 30 days grace period from date of shipment by Airtech:
> Any returns based on customer order error; and
> 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, at the sole discretion of Airtech, may be waived or increased up to 50 % based upon the individual circumstances of the order being returned; however, 15 % restocking charge shall be standard, absent special circumstances involving the order.
PRODUCT SUPPLY,CONSISTENCY AND COMPLIANCE
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 over  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 catalog, 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 fulfill 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 Catalog Data Sheets. Ordering from Airtech gives you the safety of multiple sourcing with just one order.
Airtech reserves the right to discontinue the manufacture or sale of any product at any time, or to alter, modify or redesign its products.
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 applicable to them, and which is not intended for specification purposes. Slight variations in the color of products are normal and will not affect performance.