General Terms and Conditions
1. Area of Application
AirWave™ Packaging Inc. ("AirWave") provides environmentally responsible packaging and mechanical packaging systems for commercial and industrial use. These Terms and Conditions govern all contracts with business purchasers ("Buyer") for the sale of goods and provision of services. These Terms and Conditions are governed by and shall be interpreted in accordance with the Indiana Uniform Commercial Code, as adopted in Indiana Code Title 26, Article 1 and Article 2, together with other applicable Indiana and federal laws. These Terms apply exclusively to transactions with commercial and industrial business purchasers acting in a professional or commercial capacity. These Terms do NOT apply to consumers purchasing goods for personal, household, or family use. Any person accessing AirWave’s website or placing an order who is not a qualified business purchaser must cease use and contact AirWave directly. These Terms apply to all transactions and shall remain effective throughout the ongoing business relationship, unless expressly modified in writing. Acceptance of goods or services constitutes agreement to these Terms. Conflicting or additional terms provided by the Buyer are not binding unless expressly accepted by AirWave in writing.
1A. Electronic Acceptance
These Terms are presented to the Buyer prior to order submission on AirWave’s website. By clicking “I Agree”, “Accept Terms”, or submitting an order, the Buyer affirmatively agrees to these Terms and Conditions in their entirety. This electronic acceptance constitutes a valid and binding agreement under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §7001 et seq.) and Indiana’s Uniform Electronic Transactions Act (Indiana Code §26-2-8). Buyers who do not agree to these Terms must not place an order.
2. Offer and Contract Conclusion
2.1. All offers from AirWave are non-binding unless explicitly confirmed in writing.
2.2. A binding contract is formed only upon AirWave’s written order confirmation or upon shipment or performance. Subcontracting is permitted. For standard goods, contract formation may occur through Buyer’s order and payment.
2.3. The written order confirmation and these Terms constitute the full agreement. Oral representations not confirmed in writing are non-binding.
2.4. Verbal commitments by unauthorized employees are invalid unless confirmed in writing.
3. Copyright, Right of Modification
3.1. Product specifications and technical documents are approximate unless stated as binding. AirWave reserves the right to make reasonable design changes.
3.2. Intellectual property, technical drawings, and samples remain AirWave’s property. Copying or disclosure is prohibited under applicable copyright and trade secret laws.
3.3. AirWave may make reasonable product or service improvements but is not obligated to retrofit past sales.
4. Terms of Payment
4.1. Prices are based on cost conditions at contract formation. AirWave may adjust prices due to significant changes in material, freight, or labor costs.
4.2. Where delivery is delayed beyond four months (by Buyer’s action or otherwise), AirWave may adjust prices. Buyer may cancel only if price increases exceed 5% and cancellation is made within 14 days.
4.3. Absent a fixed-price agreement, goods are billed at list price on the date of delivery, plus applicable taxes, insurance, and shipping.
4.4. Payment is due upon receipt of invoice. No early payment discounts apply unless agreed in writing.
4.5. If payment is not received within 30 days, Buyer is in default. AirWave may charge interest at 1.5% per month (or the maximum lawful rate permitted).
4.6. Buyer may only offset claims if legally adjudicated or accepted by AirWave. Retention rights are limited to same-contract claims.
5. Payment Default, Deterioration of Assets
5.1. If Buyer defaults or AirWave reasonably doubts Buyer’s financial condition, AirWave may suspend performance and require adequate assurance of payment or performance.
5.2. If Buyer defaults on any two installment payments, AirWave may accelerate all outstanding amounts.
6. Delivery and Performance Time
6.1. Non-binding delivery times are estimates unless explicitly stated as firm. Buyer modifications extend timelines accordingly.
6.2. In case of delay, Buyer must provide written notice and a reasonable period to cure before cancellation.
6.3. If the contract is time-sensitive and the delay defeats Buyer’s purpose, Buyer may cancel, subject to applicable limitations on damages.
6.4. AirWave’s liability for delays is limited unless caused by gross negligence or willful misconduct.
6.5. Liability for delay is further limited where breach concerns only non-essential duties.
6.6. Legal remedies for delay remain otherwise unaffected.
6.7. Partial deliveries are allowed if reasonable.
6A. Force Majeure
(i) promptly notify the other party in writing within five (5) business days of becoming aware of the event;
(ii) use commercially reasonable efforts to mitigate the impact; and
(iii) provide a good-faith estimate of the expected duration. If a Force Majeure event continues for more than 60 consecutive days, either party may terminate the affected order upon 14 days’ written notice without liability, except for amounts already due.
7. Transfer of Risk – Shipping / Packaging
7.1. Risk transfers to Buyer upon delivery to the carrier (FOB origin).
7.2. If shipping is delayed due to Buyer, AirWave may store goods at Buyer’s risk and expense. Notice of readiness to ship constitutes delivery.
8. Warranty Claims
8.1. AirWave warrants goods to be free from material defects for 12 months from delivery. Buyer must notify AirWave of defects promptly in writing.
8.1A. Inspection and Notice of Claims
Buyer shall inspect all goods promptly upon receipt. Any claims for shortages, shipping damage, nonconforming goods, or visible defects must be submitted to AirWave in writing within ten (10) business days of delivery. Failure to provide timely notice constitutes acceptance of the goods and waiver of such claims, except for latent defects not reasonably discoverable upon inspection.
8.2. Buyer must allow AirWave reasonable opportunity to cure. Self-repair is permitted only in emergencies with immediate notice to AirWave.
8.3. AirWave will bear reasonable costs for valid warranty repairs if not disproportionate.
8.4. Buyer may cancel only if AirWave fails to cure within a reasonable period. Minor defects entitle Buyer to a price reduction.
8.5. Warranty is excluded in cases of misuse, improper installation, or unauthorized maintenance.
8.6. AirWave disclaims liability for unauthorized modifications or repairs by Buyer or third parties.
8.7. If goods infringe U.S. intellectual property rights, AirWave may cure infringement or allow return of the goods.
8.8. AirWave's IP indemnification applies only if:
- Buyer gives prompt notice;
- Buyer assists in defense;
- AirWave controls the defense; and
- The violation is not due to Buyer’s design or use.
9. Liability
9.1. AirWave’s liability for non-performance of ancillary duties is limited except in cases of willful misconduct.
9.2. AirWave is only liable for:
- Willful misconduct or gross negligence
- Injury to persons
- Fraudulent concealment
- Product liability claims under applicable law
- Breach of essential duties, in which case damages are limited to foreseeable, typical damages All other claims are excluded.
9.3. Limitation of Damages
To the fullest extent permitted by applicable law, AirWave shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of business, loss of production, downtime, replacement costs, or business interruption arising out of or relating to the sale, delivery, use, or performance of the goods or services, regardless of whether such damages were foreseeable or whether AirWave was advised of the possibility of such damages.
10. Statutory Limitation
Buyer’s claims expire 12 months from delivery unless longer periods are required by law.
Exemptions:
- Personal injury or death
- Claims based on fraud
- Claims under applicable product liability statutes
11. Retention of Title
11.1. AirWave retains title until full payment is made.
11.2. Buyer may resell goods in ordinary business. Proceeds are assigned to AirWave to the extent of unpaid obligations.
11.3. Upon Buyer default, AirWave may repossess unpaid goods and charge costs of return.
11.4. Buyer must notify AirWave of third-party interference with reserved goods and cooperate to protect AirWave’s interest.
12. Data Protection
12.1. AirWave collects and processes business contact and transactional data in connection with the sale of goods and services. AirWave’s full data practices are described in its Privacy Policy, available at [INSERT PRIVACY POLICY URL]. Buyers are encouraged to review the Privacy Policy before placing an order. In the event of a conflict between these Terms and the Privacy Policy regarding data handling, the Privacy Policy shall govern.
12.2. To the extent AirWave processes personal data of California residents on behalf of a California-based Buyer, AirWave shall comply with the California Consumer Privacy Act (CCPA, Cal. Civ. Code §1798.100 et seq.) as applicable. AirWave does not sell personal information as defined under the CCPA. Buyers with California-based contacts may submit data requests or inquiries to info@airwavepackaging.com.
13. Place of Execution, Jurisdiction
13.1. In the event of any dispute arising out of or related to these Terms or any transaction hereunder, the parties agree to first attempt to resolve the matter through good-faith direct negotiation for a period of 30 days following written notice of the dispute from either party.
13.2. If the dispute is not resolved through negotiation within 30 days, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator in Indianapolis, Indiana, before initiating litigation. Each party shall bear its own costs of mediation.
13.3. Place of performance is Indianapolis, Indiana.
13.4. Venue for all disputes shall be state or federal courts in Marion County, Indiana.
14. Final Provisions, Applicable Law
14.1. These Terms are governed by the laws of the State of Indiana, including the Indiana Uniform Commercial Code, excluding its conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.2. Buyer may not assign contract rights without written consent.
14.3. If any clause is found invalid, the remaining provisions shall remain enforceable
Version: June 2026