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:
- Aquaporin General Terms and Conditions of Sales (click to scroll to terms)
- Aquaporin Inside® Reverse Osmosis Flat Sheet Membrane Products (click to scroll to terms)
- Aquaporin Inside® Reverse Osmosis Membrane Element Products (click to scroll to terms)
General Terms and Conditions of Sales
- 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.
- 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.
- 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 email@example.com, whereas We will reply to such request within 7 days.
- 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.
- 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.
- 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.
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.
- 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.
- 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.
- 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.
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.
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.
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
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:
- Six (6) months after the date of delivery to carrier shipping point; or
- 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:
- 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.
- Buyer has identified any potential performance issue through 100% vacuum testing and taken immediate action to identify root cause of vacuum test failure.
- Elements are found to be properly constructed with no defects or damage to any materials used.
- 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:
- If Buyer is not current on all payments due to the Supplier, then this Warranty is null and void.
- Accidental and/or external caused damages and damages caused by improper use, shipping and storage are excluded from these warranties.
- 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.
- 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.
- Buyer shall send a written notice to Supplier within thirty (30) days of problem occurance or the claim will be deemed waived.
- Buyer shall submit all relevant data and information reasonably requested by the Supplier, within industry standard performance testing of membrane flat sheet and elements.
- Supplier will be provided reasonable time to review the data and make intial recommendations in writing for further evaluation of the claim.
- 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.
- In the event the Supplier’s recommendations address and solve the performance issues, the claim shall be immediately withdrawn and dismissed.
- 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.
Three-Year Prorated Limited Warranty for Aquaporin Inside® Reverse Osmosis Membrane Element(s)
Aquaporin A/S (hereinafter “Aquaporin”) provides a limited warranty (“Warranty”) to a buyer (“Buyer”) covering the materials, workmanship and performance of Aquaporin Inside® Reverse Osmosis (“RO”) membrane elements (“Element(s)”) under the following terms and conditions:
1. Materials and Workmanship Warranty (“Materials and Workmanship Warranty”)
Aquaporin warrants that the Element(s) (i) will be free from defects in materials and manufacturing workmanship; and (ii) will conform to the specifications relevant for the Element(s) under normal use. This Materials and Workmanship Warranty shall be effective for twelve (12) months from the date of shipment (“Materials and Workmanship Warranty Period”).
The Buyer shall without undue delay notify Aquaporin of any defect that appears in the Elements. Failure to notify Aquaporin of said defect shall mean that the Buyer loses the right to have the defect remedied. A valid form of bill of sale or receipt, substantiating the purchase and the date thereof, must be presented to Aquaporin within the Materials and Workmanship Warranty Period to obtain Warranty service.
2. Initial Performance Warranty (“Initial Performance Warranty”)
Aquaporin warrants that the Elements have the initial minimum product flow rate and initial minimum salt rejection under standard test conditions as specified in the product datasheets relevant for each Element, whichever occurs first:
- right after the Buyer’s First Use;
- six (6) months after the date of delivery.
If the provision of clause 2a applies, the Initial Performance Warranty shall be deemed void if the Buyer does not notify Aquaporin in writing of the Element(s) failure within thirty (30) days after the First Use. Together with such notification a valid document, substantiating the installation and the date thereof, must be presented to Aquaporin. “First Use” means the first time that feed water is introduced to Product.
If the provision of clause 2b applies, the Initial Performance Warranty shall be deemed void if the Buyer does not notify Aquaporin in writing of the Element(s) failure within six (6) months after the date of delivery. Together with such notification a valid document, substantiating the delivery and the date thereof, must be presented to Aquaporin.
3. Prorated Performance Warranty (“Prorated Performance Warranty”)
During the Prorated Performance Warranty Period defined in Section 4 below when operated under standard conditions, Aquaporin warrants performance of the Element(s) as follows:
- permeate flow rate shall remain at or above 70% of the minimum product flow rate as specified in the product datasheets relevant for each Element;
- maximum salt passage shall not exceed 1.5x of the maximum salt passage specified in the product datasheets relevant for each Element. [Maximum salt passage = (1 – minimum salt rejection) x100].
4. Prorated Performance Warranty Period
Aquaporin’s Prorated Performance Warranty applies for three (3) years from whichever of the following events occurs first (“Prorated Performance Warranty Period”):
For DRY Element(s):
- upon First Use;
- twelve (12) months from the date of shipment of the original Element(s) to the Buyer.
For WET Element(s):
- upon First Use;
- six (6) months from the date of shipment of the original Element(s) to the Buyer.
5. Prorated Performance Warranty Conditions
The Prorated Performance Warranty set forth in Section 3 above shall be rendered null and void if any of the following conditions are not respected or met:
- The Element(s) shall not be used in food and dairy applications, residential, sulfate removal and other specialty applications.
- The Element(s) shall be operated within the operating conditions and recommendations described in Aquaporin Inside® Industrial RO Element User Manual. Operating conditions of the Element(s) must not exceed the operating limits as specified in the product datasheets relevant for each Element.
- The design parameters including system array and recovery, instrumentation and components of the system in which the Element(s) are employed shall be consistent with sound engineering practice. Aquaporin reserves the right to review the system design; provided Aquaporin shall not guarantee the system design, whether or not Aquaporin exercises such right of design review.
- Buyer shall ensure that frequent and adequate system performance data are routinely recorded, reviewed, filed and documented in a systematic form from initial system start-up. Operation data such as troubleshooting, maintenance, operation time and chemical dosage shall also be recorded. These data must be made available to Aquaporin upon request in case of a Warranty claim.
- The Element(s) must not be fouled by any kind of precipitates, suspended solids, organic matters, inorganic scale, chemicals, or biological growth influencing the Element performance negatively. The feed water entering the Element(s) must not contain oil, grease, or other foreign organic or inorganic materials detrimental to the Elements. The feed water to the Element(s) must not contain strong oxidizing agents such as active chlorine and ozone proven to be harmful to the Element(s)’s performance and operating lifetime.
- Neither nonionic nor cationic surfactants, as well as coagulant, should be used for the membrane cleaning or come into contact with the Element(s).
- The Element(s) shall be protected against any shocks such as load shocks, vibrations, pulsation, air or water hammers at all times during start-up, normal operation and cleaning. Back pressure, where permeate line static pressure exceeds feed water side static pressure, shall not exceed 0.3 bar at all times, particularly not at normal operating period.
- In case of system performance decline (permeate flow, salt rejection or pressure drop), appropriate countermeasures must be performed in a reasonable time.
- The Buyer is responsible for providing the end-user with adequate manuals for system operation and maintenance, as well as training of the operators and supervisors, ensuring user's ability to perform cleaning, performance restoration, diagnostic and troubleshooting procedures.
- Prior to installation and use, the Elements shall be stored in their original shipping bag and containers, shall not be exposed to direct sunlight, and shall not be exposed to an ambient air temperature greater than 35 ̊C (95 ̊F) or below 0 ̊C (32 ̊F).
6. Remedies and Limitation of Liability
6.1. For breach of Materials and Workmanship Warranty
The sole remedy of the Buyer and Aquaporin’s (including those entities involved in the distribution and sale of the Elements) exclusive liability under the Materials and Workmanship Warranty is limited to, at Aquaporin’s discretion, either repair, or replacement of any Element(s), which is determined, after examination, to be defective under this provision. Aquaporin may request for the return of defective Element(s) for the purpose of such examination at the Buyer’s expense.
Repaired Elements or replacement Elements will be warranted under the terms set forth herein for the remainder of the original Materials and Workmanship Warranty Period or 6 months, whichever is longer.
This Materials and Workmanship Warranty does not warrant against Element defects caused by failure to follow good engineering practices and Aquaporin Inside® Industrial RO Element User Manual.
6.2. For breach of Initial Performance Warranty
The sole remedy of the Buyer and Aquaporin’s exclusive liability under the Initial Performance Warranty is limited to, at Aquaporin’s discretion, either repair or, replacement of any defective Element(s) upon Aquaporin’s inspection and confirmation of faulty performance. All shipping costs, in such case, will be paid by Aquaporin. Failure or refusal to disclose to Aquaporin the use and operating parameters of the Element(s) in the event of failure of performance shall render the Initial Performance Warranties null and void.
6.3. For breach of Prorated Performance Warranty
- If Aquaporin determines that the Warranty claims are valid, the sole remedy of the Buyer and Aquaporin’s exclusive liability under the Prorated Performance Warranty is limited to credit 1/36 of the original purchase price of the Element for each unused month of the Prorated Performance Warranty Period towards the purchase of a replacement Element at the current prevailing price, excluding customs, taxes, levies, fees, installation work etc.
- Aquaporin’s liability shall be limited to the extent that the total number of Element(s) supplied for replacement will be less than or equal to the number of initial Element(s) purchased.
- Aquaporin may, at its discretion:
- dispatch its expert and/or outside expert for on-site examination; or
- request the Buyer return of the alleged defective Elements to Aquaporin freight prepaid for examination.
In case the result of such examination shows that (i) the failure of the Element(s) performance is due to a cause other than breach of the Prorated Performance Warranty, or(ii) the performance of the alleged defective Elements meets the Prorated Performance Warranty, the Buyer shall pay to Aquaporin a fee of EUR 1,000 per day, plus all direct expenses incurred by Aquaporin’s personnel in connection with any inspection and testing of such Elements. Further, Aquaporin may return such alleged defective Elements to Buyer freight collect.
7. Warranty Claim and Notice Procedures
Before returning any Element(s) to Aquaporin for any Warranty examination, Aquaporin must be contacted to obtain a service request number. Any Element(s) shipped to any of Aquaporin’s affiliates without return documentation will be returned to shipper unopened, freight collected.
The following procedure shall be followed to determine Warranty protection:
- The Buyer shall send a written notice to Aquaporin within thirty (30) days of problem occurrence or the claim is waived.
- 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.
- The Buyer may, during these investigations, be requested to return Element(s) to Aquaporin for examination, freight prepaid.
- The Buyer will make all reasonable efforts to execute and implement Aquaporin’s recommendations and collect, record and submit all relevant data resulting from these recommendations.
- In the event Aquaporin’s initial recommendations do not address and solve the issues of the performance, Aquaporin may conduct reasonable tests and inspections at the Buyer’s plant or premises.
- In the event Aquaporin’s recommendations address and solve the issues of the performance, the claim shall immediately be withdrawn and disposed.
- In the case the Buyer decides not to follow Aquaporin’s recommendations then the performance claim will be withdrawn and disposed.
- 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..
8. Important Reminders
- When antiscalant is used, its compatibility with the Elements must be confirmed by the antiscalant manufacturer.
- Permeate obtained from the first hour of operation should be discharged.
- The Elements must be under normal operation for at least twenty-four (24) hours before formaldehyde is used as a biocide. If the Elements are exposed to formaldehyde before the lapse of this period, an irreversible severe loss in flux may result.
This Warranty is contingent upon proper warehousing, shipment and substantiated normal use of the Elements, and specifically does not apply if the Elements have had the serial or lot number altered, defaced or removed, or to defects attributable to (i) modifications to or alterations of the Elements by any party other than Aquaporin, (ii) faulty maintenance, incorrect installation or faulty repair by any party other than Aquaporin, (iii) use of the Element for a purpose for which it was not designed or intended, (iv) normal wear and tear or deterioration, or (v) misuse, abuse, negligence or accidents.
This Warranty does not apply to Elements that were purchased “as is” or where Aquaporin or the seller expressly has disclaimed the warranty obligation pertaining to Elements. Also, the Warranty only applies to Elements purchased from an authorized distributor/reseller.
THE WARRANTY PROVIDED ABOVE IS THE ONLY WARRANTY APPLICABLE BETWEEN AQUAPORIN’S DISTRIBUTOR/RESELLER AND AQUAPORIN WITH RESPECT TO THE ELEMENTS AND NO OTHER WARRANTIES OF ANY KIND SHALL APPLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AQUAPORIN DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES OTHER THAN THE EXPRESS WARRANTIES SET FORTH ABOVE, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES AS SET FORTH HEREIN. IF LAWS UNDER SUCH JURISDICTIONS APPLY, THEN ALL EXPRESS AND IMPLIED WARRANTIES ARE LIMITED TO THE WARRANTY PERIODS IDENTIFIED ABOVE, AND OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY LAW. EXCEPT AS PROVIDED IN THIS WRITTEN WARRANTY OR TO THE MINIMUM EXTENT REQUIRED BY MANDATORY LAW, NEITHER AQUAPORIN NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT LOSSES OR DAMAGES INCLUDING LOSS OF DATA, LOSS OF PROFIT, REVENUE OR PRODUCTION, INTEREST ON INVESTMENTS, LOSS OF GOODWILL, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS OR CLAIMS OF CUSTOMERS REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. AQUAPORIN’S TOTAL AND AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS WARRANTY SHALL BE LIMITED TO AND IN NO CASE EXCEED THE PRICE PAID FOR THE ELEMENT(S). THESE LIMITATIONS ON POTENTIAL LIABILITIES HAVE BEEN AN ESSENTIAL CONDITION IN SETTING THE ELEMENT PRICE.
11. Applicable Law and Applicability
This Warranty is governed by and construed under the laws of Denmark without regard to its conflicts of laws provisions.
This Warranty may be subject to Aquaporin’s change at any time without notice.
Last updated: December 2022