Terms & Conditions

1. BUYER ACKNOWLEDGES THAT BAINBRIDGE INTERNATIONAL, INC. FABRICS & HARDWARE ARE INTENDED FOR USE AS SAILCLOTH AND ARE NOT DESIGNED OR TESTED FOR USE IN ULTRALIGHT, AIRCRAFT, HANG GLIDERS, HOT AIR BALLOONS, PARACHUTES OR ANY OTHER AVIATION PRODUCTS, OR FOR REPAIR OF SUCH PRODUCTS, AND THAT THEY MUST NOT BE USED IN SUCH PRODUCTS UNDER ANY CIRCUMSTANCES. BUYER AGREES TO HOLD BAINBRIDGE INTERNATIONAL, INC. HARMLESS FROM ANY LOSS OR DAMAGE RESULTING FROM BUYER’S USE OF BAINBRIDGE/AQUABATTEN, INC. FABRIC OR HARDWARE IN AVIATION PRODUCTS.

2. This agreement contains all the terms of the contract between BAINBRIDGE INTERNATIONAL, INC. (‘Seller’) and the buyer (‘Buyer’), and, to the extent that any and all prior correspondence, offers, representations and negotiations contain terms which are inconsistent with or different from or additional to those contained herein, the terms of this instrument shall control. The taking of possession by Buyer of all or any part of the goods described on the invoice shall constitute an acceptance by Buyer of the terms hereof.

3. No modification, alteration or amendment of any of the provisions of this instrument shall be valid unless in writing and signed by Seller.

4. All payments are to be made on the due date in U.S. dollars for the full amount shown on the invoice to Seller at its address shown, without allowance for anticipation, and with interest on overdue accounts of 1.5% per month (18% per annum) compounded daily. In case any bills shall not be paid when due, all sums owing under any agreements or dealings between Buyer and Seller shall, at the option of Seller, at once become due irrespective of the terms of sale, and Seller may defer delivery on any contracts between Buyer and Seller until such bills shall be paid and for a reasonable time thereafter. A security interest in the goods described on the invoice shall remain in Seller until all payments shall have been made in full and Buyer will execute any and all documents to enable Seller to perfect this security interest. Seller may in its sole discretion at any time, limit or cancel credit given Buyer, and Seller reserves the right to decline to make deliveries whenever Seller in its discretion determines that the credit standing of Buyer is insufficient and in any such events Seller shall not be liable for the failure to deliver in whole or in part, nor shall Buyer be entitled to cancel. Buyer agrees to reimburse Seller and hold Seller harmless against liability for all expenses, including legal fees, incurred by Seller and arising in connection with Seller’s enforcement of its rights under the contract.

5. Unless and except as otherwise expressly provided on the invoice, delivery shall be F.O.B. Seller’s place of business. Partial shipments shall be permitted, and if delivery is to be made in installments, no breach by Seller with respect to any installment shall be deemed to be a breach of the entire contract. Delivery to any carrier customarily used by the public for such delivery shall constitute delivery to the Buyer. In the absence of shipping instructions, the mailing of an invoice shall constitute delivery. Goods invoiced and held by Seller for whatever reasons, shall be held at Buyer’s risk. Buyer agrees that delay in delivery or defect in quality that violates this contract shall entitle Buyer to cancel only that portion of an order which is delayed in delivery or defective in quality. Any delivery not in dispute shall be paid for separately regardless of dispute as to other delivered or undelivered goods. Upon any breach by Buyer as to any installment, Seller, at its option, may treat such breach as severable or as a breach of the entire contract.

6. Seller shall not be liable for any delay in delivery of any part of the goods due to floods, accidents, strikes, fires, war, government regulation, shortages of materials, or any conditions or causes beyond the reasonable control of Seller. Any increase in Seller’s costs due to government legislation, regulation or order providing for a tax on any materials, goods, sales, use or process, or providing for any regulation or control of Seller’s purchases, materials, labor, costs, sales, or business, or due to any delay caused by such government legislation, regulations or order, may be added to the price specified. Prices for future invoiced goods are subject to change without notice.

7. Seller shall not be liable for normal manufacturing defects nor any customary variations from quantities or specifications. A variation of not more than 20% either way from the total specified weight shall be deemed compliance with the contract. A variation of not more than 15% either way from the total specified yardage (or other specified units) shall be deemed compliance with the contract. If Buyer claims goods are defective in quality, they must be properly and promptly offered to the Seller for examination and if Buyer fails to make such goods available for examination, Buyer shall not be entitled to any allowance or claim as to such goods. Seller may within a reasonable time after the goods are so offered, replace any goods which are not in accordance with the contract, and in such event no claim may be made by Buyer. Anything herein notwithstanding, in no event shall Seller be liable for claims of any kind or nature unless made in writing either within ten days after delivery of such goods, or after cutting, sizing or converting or otherwise altering the goods in any manner from the original condition of delivery, whichever is earlier. The limit of liability of Seller for late delivery or non-delivery or any other breach shall be the difference, if any, between the contract price and the fair market price, on the date of the invoice, of the goods to be delivered or those actually delivered. In no event shall Buyer be entitled to claim or receive any other damages of any nature whatsoever or any consequential damages and in no instance shall damages include profit or contemplated use or profit of any description.

8. NO WARRANTY IS GIVEN, EXPRESSED OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS OF THE GOODS FOR A PARTICULAR PURPOSE.

Seller has undertaken no responsibility for learning about the end purpose for which the goods are to be used, and Buyer shall undertake whatever necessary steps are required of him for making the goods suitable for such end use. Any greige goods that may be sold hereunder are also sold subject to any imperfections resulting from the finishing thereof, and Seller shall have no liability in connection with any such imperfections. Buyer warrants that all merchandise is purchased for resale as tangible personal property, or to be incorporated as a component or part of other tangible property to be produced for sale by manufacturing, assembling or processing. Buyer agrees to indemnify and hold harmless Seller against any liability, loss, damage or expenses incurred or sustained by reason of any claim or any user of the goods that the goods, separately or incorporated in any product, were negligently manufactured or were not merchantable or fit for a particular purpose. In no event shall Seller be liable for any damages in respect to the sale or use of any product sold hereunder in any amount greater than the amount of the purchase price received by Seller for that particular product. In addition, Seller shall not be liable for any consequential, incidental or special damages or costs or expenses in the event of any breach of warranty or in the event of any default in any term herein or in the event of any loss, damage, injury or cost resulting from or arising out of or in respect of the goods being sold hereunder.

9. When any goods sold hereunder bear a particular label, trademark, or tradename, affixed at the request of the Buyer, it is the understanding of the parties that the Buyer warrants that he has the right to use said label, trademark, tradename, and that he hereby agrees to indemnify and hold harmless Seller against any loss, damage, or claim by any third person with respect thereto.

10. If any provision of the contract is or becomes, at any time for any reason, unenforceable or invalid, no other provision of the contract shall be affected thereby, and the remaining provisions of the contract shall continue with the same effect as if such unenforceable or invalid provision shall not have been inserted in the contract.

11. It is expressly agreed that the validity, performance and construction of contracts will be governed by the internal laws of the Commonwealth of Massachusetts, U.S.A. Any controversy or claim arising out of or relating to any contract, or any breach thereof, shall be settled by arbitration in the City of Boston, Commonwealth of Massachusetts, U.S.A. in accordance with the rules then obtaining of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

12. Acceptance of any order is expressly made conditional upon Buyer’s assent to the terms and conditions set forth above, including those that may be additional or different from those proposed by Buyer.

ACKNOWLEDGEMENTS

Bainbridge International would like to thank the following companies for their technical support and acknowledge their trademarks:

Twaron® is a registered trademark of Teijin Taron BV.

Spectra® and Pentex® are registered trademarks of Honeywell International Inc. Bainbridge® and Aquabatten® are registered trademarks of Bainbridge International Ltd. AIRX™, DIAX™ and Sailman™ are registered Trademarks of Bainbridge International Ltd.