Terms and Conditions

The sale of products and services by Aquaporin A/S and its affiliates to a “Buyer” or “You” are subject to the following terms and conditions. These conditions may only be modified in writing signed by authorized representatives of both Aquaporin A/S and the “Buyer” or “You”.

Please find the terms and conditions applicable to the products you are or have purchased from Aquaporin:

General Terms and Conditions of Sales

Applicable to:

  • All products and services related to Aquaporin Inside® Forward Osmosis membrane products,
  • All products and services related to purifiers and system products sold by Aquaporin,
  • All Aquaporin Inside® Reverse Osmosis Element products used in food or dairy applications, residential, specialty applications and sulfate removal.
  1. Scope of Applicability

1.1    These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by Aquaporin A/S, cvr. no. 28315694 (“We”/”Us”) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the buyer (“You”). No such conflicting, contrary or additional terms and conditions shall be deemed accepted by Us unless and until We expressly confirm our acceptance in writing.

1.2    We reserve the right to change these GTCS at any time. You can always find the current version on our website, with a date showing the last revision.

  1. Sales Quotes, Purchase Orders and Order Confirmations

2.1    All sales quotes made by Us are open for acceptance within thirty calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.

2.2    All purchase orders issued by You shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on Us unless and until confirmed by Us in writing.

2.3    All purchase orders should be sent via email to sales@aquaporin.com, whereas We will reply to such request within 7 days.

  1. Prices and Terms of Payment

3.1    The prices for goods shall be those set forth in our sales quote. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added, and similar taxes or charges imposed by any government authority.

3.2    Unless expressly stated otherwise in our sales quote, payment for goods shall be made within 30 days from invoice date without offset or deduction.

3.3    You must submit such financial information from time to time as may be reasonably requested by Us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.

3.4    If You fail to pay any invoice within seven calendar days of the due date of payment, We may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, We may charge you interest from the due date to the date of payment at the rate of 2 % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which We are or may be entitled at law or in equity.

3.5    Title to goods delivered shall remain vested in Us and shall not pass to You until the goods have been paid for in full. If You fail to pay any invoice within fourteen calendar days of the due date of payment, We may retake the goods covered by the invoice. You must ensure all goods are delivered to their full replacement value until the title to the goods has passed to You.

  1. Terms of Delivery and Late Delivery

4.1    Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be DAP, Aquaporin A/S’ warehouse, in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to You in accordance with the agreed delivery term.

4.2    We will specify the delivery dates of goods upon request from You. If We fail to deliver goods within 14 calendar days of the agreed delivery date and do not inform You of the delay, You may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to Us within 7 calendar days of the expiration of the grace period.

4.3    We reserve the right to make delivery in installments.

  1. Acceptance of goods

5.1    You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by Us within 5 working days after delivery of the goods.

  1. Warranty

6.1    We warrant that goods purchased hereunder will conform in all material respects to the agreed specifications for such goods and will be free from material defects in workmanship, material and design under normal use and in accordance with any specifications, guidance and instructions set out in the product datasheet made available to You.

This warrant applies upon delivery and (a) for membrane elements and modules, a period of twelve months for products shipped dry, or for six months for products shipped wet, (b) for membrane flat sheet products, a period of six months or (c) for residential water purifiers, a period of twelve months. In case a different warranty period is specified in the product datasheet made available to You, the datasheet warranty applies.

The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than Us. The buyer is responsible for documenting use within the specifications of the goods by adequate logging of operational data.

6.2    With respect to goods which do not conform to the warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage or (ii) replacement of such goods; provided, however, that such goods must be returned to Us, along with acceptable evidence of purchase, within 14 calendar days after You discovered the lack of conformity or ought to have discovered it.

6.3    We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, We make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.

6.4    Aquaporin supports product registrations and compliance in its important markets and applications. However, we make no statements or guarantees about product compliance or fitness for any purpose outside of the specific statements made on the product data sheet for each product. When a product is resold by a distributor, final responsibility for regulatory requirements in applicable countries is the responsibility of the distributor.

  1. Intellectual Property Rights Infringement

7.1    If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and You are enjoined from using same, We will, at our option and expense, (i) procure for You the right to continue using the goods; (ii) modify the goods to make them non-infringing; or (iii) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.

  1. Limitation of Liability

8.1    Irrespective of anything to the contrary neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss of customers. Your recovery from Us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.

8.2    We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than Us or use in combination with other goods.

  1. Force Majeure

9.1    Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.  The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of 30 calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon 30 calendar days’ prior written notice to the other party.

  1. Miscellaneous

10.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between Us.

10.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.

10.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.

10.4 These GTCS and all contracts of sale entered into between Us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark in the city of Copenhagen, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.

Standard Warranty Policy for Aquaporin Inside® Reverse Osmosis Flat Sheet Membrane

Applicable to: All Aquaporin Inside® Reverse Osmosis Flat Sheet Membrane Products

1. Scope of Applicability

This Warranty Claims document (“Warranty Claims”) applies to all sales of goods by Aquaporin A/S, cvr. no. 28315694 (“Seller”) notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other communication from the Buyer. No such conflicting, contrary, or additional terms and conditions shall be deemed accepted by Us unless and until We expressly confirm our acceptance in writing.

2. Limited Warranties

Aquaporin A/S (Seller) provides limited warranties covering materials, workmanship, and performance of its Aquaporin Inside® Reverse Osmosis Flat Sheet when used in accordance with the terms and conditions set forth in this Warranty document.

3. Product

This warranty only applies to the Aquaporin Inside® Reverse Osmosis Flat Sheet Membrane supplied under the Contract of Sale, including the workmanship and performance.

Identification: RO flatsheet are shipped by Aquaporin with a lot number identification.

4. Seller

Aquaporin A/S, company reg. no. 28 31 56 94 with its principal place of business located at Nymøllevej 78, DK-2800 Kongens Lyngby, Denmark

5. Buyer

Insert [Company], [company reg. no. xx xx xx xx] with its principal place of business located at [Address].

6. Contract of Sale

Contract of Sale is the sales contract governing the sale of Aquaporin Inside® Reverse Osmosis Flat Sheet Membrane between the Buyer and the Seller.

7. Limited Materials and Workmanship Warranty

Aquaporin A/S warrants that the Aquaporin Inside® Reverse Osmosis Flat Sheet is free from defects in materials and workmanship that would prevent the Aquaporin Inside® Reverse Osmosis Flat Sheet from being used in accordance with Aquaporine guidelines. This Limited Materials and Workmanship Warranty shall be effective during the period beginning on the date of delivery to the carrier at shipping point and ending 6 months after the date of such delivery. This Limited Materials and Workmanship Warranty shall be deemed void if Buyer does not store, handle or use the Aquaporin Inside® Reverse Osmosis Flat Sheet in accordance with the requirements set forth in this Warranty documentation, or if Buyer fails to inform the Seller of the defect within thirty (30) days from the date on which the defect is noticed.

Aquaporin (Supplier) will produce Aquaporin Inside® Reverse Osmosis Flat Sheet according to the specifications mention in, Appendix B: Reverse Osmosis Flat Sheet Specifications

Buyer’s exclusive remedy, and Supplier’s sole obligation and exclusive liability, under this Limited Materials and Workmanship Warranty is expressly limited to the repair or, at Supplier’s discretion, replacement of any Aquaporin Inside® Reverse Osmosis Flat Sheet, which is determined by Supplier in its sole discretion, after examination, to be defective under this provision.

8. Limited Initial Performance Warranty

Supplier warrants that, after stabilization, the Aquaporin Inside® Reverse Osmosis Flat Sheet will meet the initial minimum permeate and salt rejection under standard test conditions set forth in the product specifications, until the first to occur of:

  1. Six (6) months after the date of delivery to carrier shipping point; or
  2. Use during buyer’s element manufacturing.

The supplier does not warrant initial discoloration of permeate water during initial flushing. Upon startup, the permeate water output during the initial first hour of operation for flushing may exhibit discoloration and should be discarded.

The Initial Performance Warranty shall be deemed void if the buyer does not notify Supplier in writing of the Aquaporin Inside® Reverse Osmosis Flat Sheet failure within thirty (30) days after the first day of use in the buyer’s element manufacturing process.

Buyer’s exclusive remedy, and Supplier’s sole obligation and exclusive liability, under this Limited Initial Performance Warranty is expressly limited to the repair or, at Supplier’s discretion, replacement of any Aquaporin Inside® Reverse Osmosis Flat Sheet that is in breach of this Limited Initial Performance Warranty.

The exception to Buyer’s exclusive remedy and Supplier’s sole obligation is as follows:

  1. Buyer has manufactured reverse osmosis elements using the Aquaporin Inside® Reverse Osmosis Flat sheet and > 4% fail to meet, after stabilization, intial minimum performance as set forth in the product specifications.
  2. Buyer has identified any potential performance issue through 100% vacuum testing and taken immediate action to identify root cause of vacuum test failure.
  3. Elements are found to be properly constructed with no defects or damage to any materials used.
  4. Aquaporin Inside® Reverse Osmosis Flat Sheet test performance from failed elements does not meet, after stabilization, initial minimum performance as set forth in the product specifications.

In such case, the Supplier will credit the Buyer with Aquaporin Inside® Reverse Osmosis Flat Sheet to the value of the actual cost of the elements produced for any failed elements in excess of 5% of the batch produced from the defective Aquaporin Inside® Reverse Osmosis Flat Sheet roll. In no event, however, shall the total amount exceed the original purchase order value from which the defective Aquaporin Inside® Reverse Osmosis Flat Sheet was supplied.

9. Conditions voiding all Warranties

All foregoing Warranties (Limited Materials and Workmanship Warranty and Limited Initial Performance Warranty) shall not apply in any of the following cases:

  1. If Buyer is not current on all payments due to the Supplier, then this Warranty is null and void.
  2. Accidental and/or external caused damages and damages caused by improper use, shipping and storage are excluded from these warranties.
  3. Any defects or faults caused by, or resulting from, inaccurate or imcomplete operating/manufacturing processes or work performed by the buyer or its authorized representative, are specifically excluded from these warranties.
  4. If Buyer does not furnish adequate and competent operating, manufacturing, supervisory and necessary test equipment and personnel, then these Warranties are null and void.

10. No other Warranties and Limitation of Liability

The Limited Warranties granted herein are the sole warranties provided by Supplier with respect to Aquaporin Inside® Reverse Osmosis Flat Sheet (including without limitation with respect to Aquaporin Inside® Reverse Osmosis Flat Sheet quality and performance) and all other Warranties, whether express, statutory or implied, including without limitation any implied Warranties of fitness for a particular purpose or merchantability are excluded and disclaimed. Supplier’s Warranties as hereinabove set forth shall not be enlarged, diminished or otherwise affected by, nor shall any obligation or liability of supplier arises out of Supplier’s rendering of technical advice or service in connection with the Aquaporin Inside® Reverse Osmosis Flat Sheet supplied.

SUPPLIER’S LIABILITY FOR ANY BREACH OF THESE WARRANTIES SHALL BE LIMITED TO THE REMEDIES EXPRESSLY SET FORTH HEREIN. IN NO EVENT SHALL THE SUPPLIER BE LIABLE FOR ANY DAMAGE, COSTS OR EXPENSES ASSOCIATED WITH THE WARRANT, WHETHER FOR THE REPLACEMENT OR REPAIR OF AQUAPORIN INSIDE® REVERSE OSMOSIS FLAT SHEET, INCLUDING LABOR OR OTHER COSTS INCURRED BY THE BUYER. WITHOUT PREJUDICE TO SUPPLIER’S OBLIGATIONS UNDER THESE WARRANTIES, THE BUYER ASSUMES ALL RISKS AND LIABILITIES RESULTING FROM THE USE OF THE AQUAPORIN INSIDE® REVERSE OSMOSIS FLAT SHEET. SUPPLIER’S LIABILITY FOR CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR FOR LOSS OF PRODUCTION, LOSS OF PROFITS OR REVENUES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE AQUAPORIN INSIDE® REVERSE OSMOSIS FLAT SHEET OR A BREACH OF THESE WARRANTIES IS EXCLUDED.

Prior to issuing any refund or credit or shipping of any replacement Aquaporin Inside® Reverse Osmosis Flat Sheet, Supplier reserves the right to test the alleged defective Aquaporin Inside® Reverse Osmosis Flat Sheet on buyer’s premises, or to request the buyer to perform such inspections or tests and forward the results to the Supplier.

If the Aquaporin Inside® Reverse Osmosis Flat Sheet failure is determined by Supplier to be from any cause other than breach of Warranties herein set above, the buyer shall reimburse Supplier for all expenses incurred with any inspection and testing of such Reverse Osmosis Flat Sheet.

11. Warranty Claim and Notice Procedures

Before returning any Aquaporin Inside® Reverse Osmosis Flat Sheet to Supplier for Warranty examination, Supplier must be contacted to obtain a Returned Goods Authorization number (RGA). Any Aquaporin Inside® Reverse Osmosis Flat Sheet shipped to the Supplier’s facility without proper Returned Goods Authorization will be returned to shipper unopened, freight collected.

The following procedure shall be followed to determine Warranty protection.

  1. Buyer shall send a written notice to Supplier within thirty (30) days of problem occurance or the claim will be deemed waived.
  2. Buyer shall submit all relevant data and information reasonably requested by the Supplier, within industry standard performance testing of membrane flat sheet and elements.
  3. Supplier will be provided reasonable time to review the data and make intial recommendations in writing for further evaluation of the claim.
  4. Buyer will make all reasonable efforts to execute and implement the Supplier’s recommendations and collect and submit all relevant data resulting from these recommendations.
  5. In the event the Supplier’s recommendations address and solve the performance issues, the claim shall be immediately withdrawn and dismissed.
  6. In the event the Buyer does not reasonably attempt to solve the issues according to Supplier’s recommendations then the claim will be deemed withdrawn and dismissed.

12. Governing Law and Non-assignment

This Limited Warranty Agreement shall be governed and construed in accordance with the laws of Denmark.

The rights and duties under this Limited Warranty Agreement are not assignable or transferable by either party without the other’s written consent, except that buyer hereby consents to Supplier’s potential future assignment of some or all of Supplier’s obligations hereunder to any affiliate of Supplier without further notice to Buyer.

Appendix A: Storage and Shipping Conditions

Aquaporin Inside® Reverse Osmosis Flat Sheet must be stored under the following conditions at all times:

  • Wrapped in black plastic film and stored in a dark, dry place.
  • Storage area temperature maintained < 35°C.

During shipping, Aquaporin Inside® Reverse Osmosis Flat Sheet must be transported under the following conditions at all times:

  • Recommended shipping method is air shipment or sea freight with a temperature control device.
  • Temperature during transportation maintained < 40°C.
  • If transportation period exceeeds two (2) months, temperature must be maintained < 35°C.

Limited warranty will be null & void if the Flat Sheet is exposed to more than 45 degrees.

Surface and color variations may occur, but will not affect performance.

Appendix B: Reverse Osmosis Flat Sheet Specifications to be made available to the buyer by Aquaporin.

Aquaporin Inside® Reverse Osmosis Membrane Element Warranty Policy

Applicable to: All Aquaporin Inside® Reverse Osmosis Membrane Element Products, excluding elements used in food or dairy applications, residential, specialty applications and sulfate removal.

1. Scope of Applicability

This Warranty Claims document (“Warranty Claims”) applies to all sales of goods by Aquaporin A/S, cvr. no. 28315694 (“We”/“Us”) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the Buyer (“You”). No such conflicting, contrary or additional terms and conditions shall be deemed accepted by Us unless and until We expressly confirm our acceptance in writing.

This Warranty Claims document set out the warranty with respect to spiral-wound Aquaporin Inside® Reverse Osmosis elements (“Membrane Elements”), excluding Membrane Elements used in food or dairy applications, residential, specialty applications and sulfate removal. No other warranties, expressed or implied are made in connection with the sale of these products, including, without limitation, warranties as to fitness for any particular purpose or use or merchantability of these products. The warranty provided herein will be the exclusive and sole remedy of the Buyer, and in no event will Aquaporin be liable for any special, direct, indirect, or consequential damages, including, without limitation, loss of profits. Buyer is not entitled to extend or transfer this warranty to any other party without the express written consent of Aquaporin.

2. Product

This warranty only applies to the Membrane Elements supplied under the Contract of Sale. Membrane Element refers to the finished spiral wound membrane element, including the workmanship and components it consists of.

Identification: Membrane Elements are shipped by Aquaporin with a serial number identification which confirms their place in the cohort set of Membrane Elements covered by this Membrane Element warranty.

3. Seller

Aquaporin A/S, company reg. no. 28 31 56 94 with its principal place of business located at Nymøllevej 78, DK-2800 Kongens Lyngby, Denmark (hereinafter referred to “Aquaporin”/“We”/”Us”).

4. Buyer

Insert [Company], [company reg. no. xx xx xx xx] with its principal place of business located at [Address] (hereinafter referred to “You”).

5. Contract of Sale

Contract of Sale is the sales contract governing the sale of Membrane Element(s) between the Buyer and the Seller.

6. Warranty term

Aquaporin requires that the Membrane Elements are always exclusively used in accordance with Aquaporin’s recommended design and operating instructions and provided that the Buyer complies with the Operating Conditions and Buyer’s Responsibilities as referenced below.

Buyer shall record the date of warranty start date to maintain a record and make such records available to Aquaporin in event of a warranty claim.

Membrane Elements shall be stored as per instruction before they are put in use and record shall be maintained for them.

Aquaporin guarantees that the Membrane Elements meet the initial minimum permeate flow and salt rejection as specified in the product data sheet. These parameters are established by Aquaporin under standard test conditions, in addition to the aforementioned, in relation to the Membrane Elements purchased by the Buyer from Aquaporin for installation in an existing or in a new system, Aquaporin provides a thirty-six (36) month prorated performance guarantee.

During the prorated period, Aquaporin guarantees that when operated within the storage and operating conditions stated in this warranty document under standard test conditions and after an appropriate cleaning cycle, the permeate flow rate of the Membrane Elements shall be at least seventy percent (70%) of the minimum stated flow value. The salt passage shall not exceed 1.35 times the specific maximum value when operated under standard test conditions and pressure required for the initial flow.

If the Membrane Element fails to perform in the prorated period as per the performance guarantee, the Buyer will pay as a share of the price according to the following calculation:

Prorated warranty enforcement=Number of whole months between Membrane Element Warranty Start Date and Replacement DatexReplacement price of Membrane Element
Warranty Duration in months

7. Scope of Warranty

Aquaporin warrants that its Membrane Element(s) will be free of defects due to faulty materials or errors in manufacturing workmanship and conform in all material respects to the agreed specifications for such goods under normal use and in accordance with any specifications, guidance and instructions set out in the product datasheet made available to You.

Regular Membrane Element monitoring and maintenance shall be the responsibility of the Buyer. Once in operation in an industrial setting, the Membrane Elements’ performance in a system must be monitored and maintained properly to avoid excessive fouling that can be irreversible or extremely challenging to clean. Extreme cleaning that would have been unnecessary should be avoided.

The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident, or abuse by anyone other than Us. The Buyer is responsible for documenting use within the specifications of the goods by adequate logging of operational data.

The warranty does not cover initial discoloration of permeate water during initial flushing. Upon startup, the permeate water output during the initial first hour of operation for flushing may exhibit discoloration and should be discarded.

With respect to goods which do not conform to the warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage or (ii) replacement of such goods; provided, however, that such goods must be returned to Us, along with acceptable evidence of purchase, within 14 calendar days after You notify Us about the lack of conformity.

We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, We make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.

All replacement Membrane Elements will be shipped on the basis of INCOTERMS 2010 FCA Aquaporin Warehouse.

All ancillary costs including but not limited to bagging, boxing, crating, freight, freight insurance, applicable taxes, import duties, brokerage, receiving, forklift services, storage at site, re‑attachment hardware, hose/clamp/camlock replacement, crane services, installation, fiber repair materials, glycerin flushing, commissioning and waste disposal are the responsibility of Buyer.

Full Replacement – Full Replacement means that in the case of a valid warranty claim for a Membrane Element failure, the Buyer receives a replacement Membrane Element and does not pay for the value of the use of the Membrane Element prior to failure.

Prorated Replacement – Prorated Replacement means the Buyer pays for actual use of a Membrane Element from which the Buyer has derived value over time.

8. Warranty Start Date and duration

For dry elements, this warranty will start on the earlier of:

  • Six (6) months from the date that installation of the original Membrane Element(s) has been substantially completed, or
  • Twelve (12) months from the date of shipment of the original Membrane Element(s) to the Buyer EXW (Incoterms 2020).

For wet elements, this warranty will start on the earlier of:

  • Six (6) months from the date that installation of the original Membrane Element(s) has been substantially completed, or
  • Six (6) months from the date of shipment of the original Membrane Element(s) to the Buyer EXW (Incoterms 2020).

For replacement Membrane Elements (wet/dry), this warranty will start the earlier of:

  • The date of installation as provided in writing by Buyer to Aquaporin, or
  • One (1) month from the date of delivery by Aquaporin to the plant site.

All dry Membrane Elements products are offered with a Standard one (1) year / 12 months Full Replacement (cliff) warranty for all applications and markets.

All wet Membrane Elements products are offered with a Standard six (6) month Full Replacement (cliff) warranty for all applications and markets.

9. Notification of Claim

All claims filed under this warranty shall be made in writing by the Buyer within fifteen (15) days of identifying a defect.

The Buyer shall provide the following information:

  1. A description of the defect giving rise to the claim, including the date of discovery;
  2. If applicable, photographs showing the manufacturing defect;
  3. The serial number(s) of the Membrane Element(s) which is (are) the subject of the warranty claim; and
  4. Operating data and repair history for the life of Membrane Elements which are the subject of a warranty claim.

10. Verification of Claim

After receipt of written notification of a defect, Aquaporin will promptly undertake such investigations as, in Aquaporin's opinion, are necessary to verify whether a defect exists.  Aquaporin reserves the right to require additional data as necessary to validate claims.  Buyer may, during these investigations, be requested to return Membrane Element(s) to Aquaporin for examination. Aquaporin may also conduct reasonable tests and inspections at the Buyer’s plant or premises.  If the results of the investigation do not validate the defect claimed, the Buyer will reimburse Aquaporin for all reasonable expenses associated with said investigation, including expenses for all tests, inspections, and associated travel.

11. Satisfaction of Claims

Aquaporin will have the right to satisfy claims under this warranty in a flexible manner. Such flexibility may include the repair of existing Membrane Elements, or changes in operating protocols, or Membrane Element replacement, or by upgrading failed Membrane Elements with newer Membrane Element(s) that may embody design and efficiency improvements. The Buyer consents to the supply of replacement Membrane Elements which may be of a different design than original Membrane Elements.

12. Operating Information

To maintain the Membrane Element warranty, membrane system operation records from initial start-up date until claim must be maintained by the Buyer and made available to Aquaporin upon request.  Records must be provided in sufficient detail to verify uninterrupted compliance with the Aquaporin’s Operations and Maintenance Manual prepared by Aquaporin and supplied to the Buyer as part of the Contract of Sale. At a minimum, operation data must include information on feedwater quality (conductivity, SDI, no presence of oil, grease, chlorine or other oxidizing agents, etc.), temperatures, flows, element pressure drop, permeate quality, cleaning intervals, cleaning conditions (chemical concentrations, flows, and temperatures), elapsed time since start-up, relevant analytical data and reporting of any screen bypass events.

The Buyer shall maintain and share access to a single reference copy in electronic form of a Membrane Element map containing the history of activity by Membrane Element(s). The Buyer shall log its procedures performed related to a Membrane Element including relocation of Membrane Elements, repairs, replacements, and any other noteworthy events.

The Buyer authorizes Aquaporin to conduct any reasonable review of operation and maintenance records or to inspect facilities where Membrane Elements are installed, upon reasonable notice to the Buyer. Such reviews and/or inspections are intended to also assist Aquaporin and the Buyer in the detection of membrane system faults and to optimize the care and operation of the Membrane Elements.

13. Limitation of Warranties

Occurrence of any of the following as reasonably determined by Aquaporin will void this warranty:

  1. A material failure to operate the membrane system in accordance with Aquaporin’s Operations and Maintenance Manual supplied to the Buyer as part of the Contract of Sale, including material failure to adhere to the Aquaporin’s specified Membrane Element cleaning procedures and the use of anything other than Aquaporin-approved Membrane Element cleaning agents.
  2. Failure to adhere to the preventive maintenance program as presented in the Aquaporin’s Operations and Maintenance Manual, and all published product manuals and specifications.
  3. Failure to adhere to all transportation and element storage recommendations as outlined by Aquaporin.
  4. Failure to ensure correct operation and/or functioning of the screening equipment.
  5. Introduction of destructive foreign materials into the Membrane Elements and/or associated membrane tanks. Destructive foreign materials may include natural or man-made materials that are introduced into the membranes originating from construction and maintenance activities or from inadequate pretreatment or from aquatic species including clams and snails or from damage to the tank or tank coating. The Buyer shall be responsible to maintain correct function of the screen mechanism and to flush membranes and tanks of any accumulated foreign materials.
  6. Failure to install and maintain operating data acquisition and electronic data transmission functions at the plant.
  7. Physical abuse or misuse, incorrect installation or removal of Membrane Elements by non-Aquaporin personnel, including damage caused by operator error in handling of Membrane Elements or cassettes.
  8. Unauthorized alteration of any components or parts originally supplied by Aquaporin.
  9. Intentional damage.

14. Return Procedure

If the return of a Membrane Element is required pursuant to this warranty, the Buyer will first obtain a Return Goods Authorization (RGA) number from Aquaporin. Membrane Element(s) shipped to Aquaporin for warranty examination must be shipped freight prepaid. If the Buyer desires temporary replacement Membrane Element(s) to replace those alleged to be defective and returned to Aquaporin for warranty examination, the Buyer shall be responsible for the cost associated with any such replacements until examination of the returned Membrane Elements pursuant to this warranty is complete. Any Membrane Element examined by Aquaporin as part of a warranty claim where the Membrane Element is subsequently found to be performing as warranted or where a Membrane Element failure is not covered under the warranty will be returned to the Buyer, freight collect.

15. Terms of Delivery and Late Delivery

Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be EXW, Aquaporin A/S’s warehouse, in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to You in accordance with the agreed delivery term.

We will specify the delivery dates of goods upon request from You. If We fail to deliver goods within 14 calendar days of the agreed delivery date and do not inform You of the delay, You may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to Us within 7 calendar days of the expiration of the grace period.

We reserve the right to make delivery in installments.

16. Acceptance of goods

You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by Us within 10 working days after delivery of the goods.

17. Intellectual Property Rights Infringement

If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and You are enjoined from using same, We will, at our option and expense, (i) procure for You the right to continue using the goods; (ii) modify the goods to make them non-infringing; or (iii) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.

18. Limitation of Liability

Irrespective of anything to the contrary, neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential, or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss of customers. Your recovery from Us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in Contract of Sale, tort, warranty or otherwise.

We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification, or alteration of any goods by parties other than Us or use in combination with other goods.

19. Force Majeure

Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lockouts or other serious labor disputes, riots, earthquakes, floods, explosions, or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period of more than 30 calendar days, either party shall have the right to terminate the applicable Contract(s) of Sale, without liability, upon 30 calendar days’ prior written notice to the other party.

20. Miscellaneous

The United Nations Convention for the International Sale of Goods shall not apply to these Warranty Claims or to any Contracts of Sale entered between Us.

No waiver of any provision of these Warranty Claims shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of Warranty Claims shall not constitute a waiver of such provision or any other provision(s) of these Warranty Claims.

Should any provision of these Warranty Claims be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these Warranty Claims shall remain in full force and effect and shall be construed in accordance with the modified provision.

These Warranty Claims and all Contracts of Sale entered between Buyer and Seller shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark in the city of Copenhagen, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these Warranty Claims.

These Warranty Claims shall not be assigned or transferred by Buyer without prior written consent from Aquaporin.

These Warranty Claims are not effective unless an authorized representative of both parties has affixed their respective signatures.


Revised on December 21, 2021