Seller expressly warrants to Buyer that all goods sold to Buyer shall be free from material defects in Seller’s workmanship. This express warranty shall apply only in the event that Buyer provides Seller with a full description of the basis for all claims for alleged material defects in workmanship or for 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), in writing within 15 days after Buyer learns or reasonably should have learned of such material defects and, in any case, before the earlier of: (i) 180 calendar days from the date of delivery, (ii) 15 calendar days after the products have been used or put into process. Buyer shall also provide Seller with a reasonable opportunity to investigate any claim for defective goods, or this express warranty shall be deemed to have been waived by Buyer. 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.
THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED AND INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS.
Seller shall not be liable (in contract tort or otherwise and irrespective of any negligence or other act, default or omission of Seller or its employee or agents) for consequential loss (including loss of goodwill, business or anticipated savings), damage or expense, installation costs or labor, directly or indirectly arising from the sale, handling or use of the products (whether used singly or in combination with other products), or from any other cause relating thereto. Seller’s sole liability hereunder in any case is expressly limited to the replacement (in the form originally shipped) of products not complying with this express warranty or, at 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. Without limiting the generality of the foregoing, this express warranty shall not be applicable unless the products are used solely in the manner and for the purposes intended and in compliance with Seller’s instructions. This express warranty shall be ineffective and shall not apply to goods that have been subjected to misuse, neglect, accident, damage, improper installation or maintenance, or goods altered or repaired by anyone other than Seller or its authorized representative. Where goods have been processed in any manner by anyone other than the Seller, this express warranty shall be limited to the goods in their unprocessed condition.
The Seller’s warranty does not apply to seconds, remainder stock or samples or to goods sold as obsolete or sub standard, 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. 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.
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.
The warranty extended herein shall only apply to such products that appear in the data sheets in this Catalog at the time of their purchase, and to such products that, from time to time, may replace an existing product.
Should the present warranty be in contraction with the general terms and conditions of Airtech Europe Sarl the later will prevail.
ONLY PRODUCTS SOLD DIRECTLY FROM AIRTECH OR THROUGH YOUR AUTHORIZED AIRTECH DISTRIBUTOR ARE COVERED BY OUR LIMITED WARRANTY. FOR FURTHER INFORMATION, PLEASE CONTACT AIRTECH EUROPE Sarl.
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 expressed 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.
Goods, which are to be shipped within 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 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.
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 fails 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.
Unless otherwise specified by the Seller in writing, 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 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 times 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 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 weights 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.
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 non limitative examples of FORCE MAJEURE: fire, explosion, accident, flood, labour trouble or shortage, war, act of or authorised 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 makes no warranty of any kind beyond those expressly stated in written except that the goods sold hereby shall be free from material defects in Seller’s workmanship. Seller’s warranty is given on the condition that any instructions of Seller relating to the products are strictly complied with. All warranty shall not apply to goods that have been subjected to misuse, neglect, accident, damage, improper installation or maintenance, or goods altered or repaired by anyone other than Seller or its 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 examine the products as soon as reasonably practicable after delivery. Buyer shall notify Seller with a full description of 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:
(i) 180 calendar days from the date of delivery,
(ii) 15 calendar days after the products 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 sub standard, 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. 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 by Airtech or through an authorised Airtech distributor are covered by the present limited warranty.
The Seller shall not be liable (in contract tort or otherwise and irrespective of any negligence or other act, default or omission of Seller or its employee or agents) for consequential loss (including loss of goodwill, business or anticipated savings), damage, expense, 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. All products are sold “as is”. In any case, the company’s liability is expressly limited to the replacement (in the form originally shipped) of products or, at the Seller’s sole option, to the repayment of, or crediting Buyer with an amount equal to the purchase price ex-work and ex-VAT.
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.
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.
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.
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:
(i) 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
(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 so notifies the Buyer.
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.
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 minimise liability and/or avoid further liability and shall allow the other conduct of any action and/or settlement negotiations, on reasonable terms.
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.
Where difficulties of interpretation could appear between translation of the present conditions and the English version, the English version will prevail.
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.
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.
Anytime Buyer does not find specific storage conditions of products in the related data sheets, it is advised by the Seller that unlimited shelf life products are stored under following conditions:
(i) material should be stored in original packaging.
(ii) 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.
(iii) the damaging impacts by humidity and direct sunlight by storing materials outside have to be avoided.
Last updated : 2009-11-24
As the conditions or methods of use, including storage, are beyond our control, Airtech Europe does not assume any responsibility for the performance of this material for any particular use. The material is sold "as is". Airtech Europe disclaims, and buyer waives, any and all implied warranties, including without limitation the implied warranties of merchantability and of fitness for particular use. The information contained herein represents typical properties and should not be used for specification purposes. This translation is provided for your convenience only. The official language is English and the official law is Luxembourg.