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Due Diligence

Due diligence seems most often associated with mergers and acquisitions, where the acquiring entity looks deep into the target company—they want to know what they will get when they pay. But there are also certain situations that arise in the process of designing and fabricating windows and doors that call for due diligence, as well. If you want to have confidence in what you will get out of your products, both in testing and in performance over time, it’s important to make an extra effort to develop the basis of selecting components for the design, material and fabrication of product. How does your company do this due diligence?

In the window and doors business, we are fortunate to have a comprehensive set of tools that serves this purpose, ready-made by the American Architectural Manufacturers Association. Putting those tools to use and with proper documentation creates a record of company due diligence—a register of what was considered and why the manufacturer chose a given process, component or design. This discipline not only results in better products, but it also preserves a defense to later legal challenges.

Let’s look at AAMA 800-16: Voluntary Specifications and Test Methods for Sealants as an example. In that one standard alone, there are separate testing protocols for six different types of sealants, as well as multiple tests for each sealant type. AAMA recently published an updated version of this standard, reorganizing the test methods and corresponding information in the same section, presumably in an effort to make it easier to follow. There are now seven subsections containing numerous test methods for different types of sealants. This is one of the critical industry standards that window manufacturers should use when testing window products and components.

The AAMA 800-16 standard presents layers of tests for a key component of the window. Sealants are the very “glue” that holds the window together. Thus, it is a hot spot for due diligence—do the work and keep good records of it!

It is important to maintain the records of testing on components as well as the completed window product. Consider sharing individual positive and negative test results with the corresponding supplier and solicit their response. If one is given, learn from it and then hang on to it.

When a due diligence investigation is complete, whether for a particular component or a complete window system, manufacturers can make a business judgement and select a sealant based on the data collected during its due diligence process and the comments of the supplier.

Sealants present one opportunity to meet due diligence requirements. You should identify others. Following a reasonable due diligence practice and basing business judgments on the results of that practice will help if later challenges arise.

By using the information you discover, record and save, you can show that your company made a concerted effort to research the issue and made an informed business decision. The key is to do the work and then keep a record of the process.

Author

Susan MacKay

Susan MacKay

Susan MacKay is an attorney with The Gary Law Group, a law firm based in Portland, Oregon, that focuses on legal issues facing manufacturers of windows and doors. She can be reached at 503/620-6615 or susan@prgarylaw.com. Opinions expressed are the author's own and do not necessarily reflect the position of the National Glass Association or Window + Door.