Terms & Conditions

STANDARD TERMS AND CONDITIONS

Version: 26 October 2023

These Standard Terms and Conditions apply to all systems, parts, materials, commissioning, and service (“Deliveries”) supplied by one or more company(s) within the LiqTech Group (“LiqTech”) to its customers (“Customer”) unless otherwise agreed to by LiqTech in writing.

 

PRODUCT CONDITIONS (applicable to sale of products)

 

 1. DELIVERIES (SYSTEMS, PARTS, MATERIALS ETC).

LiqTech will deliver as agreed between the parties and will comply with reasonably good industry standards. Unless expressly agreed in writing LiqTech will not assume risk or liability for any special result or outcome of the Deliveries nor for compliance with local laws or regulations.

Liqtech may issue instructions for the use of Deliverables after the conclusion of an agreement with the Customer and after delivery. Such instructions will be binding to the Customer and any non-compliance may void warranties granted (if any) by LiqTech.

Unless expressly agreed in writing, it is a precondition for the correct functioning of the Deliveries and a precondition for any obligations (including warranties) on LiqTech that the Deliveries are operated in safe, clean and well-ventilated working conditions and according to product specifications (if any).

 

2. WEAR PARTS AND PARTS WITH LIMITED LIFETIME.

Customer accepts that part of the Delivery will be comprised by parts considered wear parts or parts with limited lifetime and that LiqTech does not guarantee or warrant any durability or life time on such parts. Wear on wear parts or parts with limited lifetime may be caused by mechanical wear or due to exposure to aggressive agents. LiqTech may issue binding lists over wear parts and parts with limited lifetime before or after the conclusion of an agreement with the Customer and after delivery.

 

3. DELIVERY.

LiqTech will deliver at the time agreed with the Customer. Delivery may be postponed due to the resolution of all technical terms including approval of drawings and commercial terms, the receipt by LiqTech of any advance payment, credit approval and any requested security for the balance of the price and permits for export. Except for any late delivery penalty to which LiqTech may explicitly have agreed for a specific supply, LiqTech is not liable for losses of any kind incurred by Customer for delays in or failure to deliver all or any part of the Deliveries.

Customer may terminate the delivery agreement by a delay of not less than 90 calendar days provided the Customer has notified LiqTech in writing of the delay and demanded delivery giving not less than 10 calendar days’ notice.

Delivery will be conducted Ex Works (Incoterms 2020) LiqTech.

LiqTech may, at its own discretion, demand prepayment by a concern regarding timely payment of the Price as a precondition for production and/or delivery.

If Customer does not accept physical delivery at the time specified, LiqTech may store Deliveries at Customer's cost and risk and delivery of such Deliveries shall be deemed complete as of the date of storage.

If Customer does not perform any material obligation, LiqTech may, in addition to any other remedy, suspend its performance until Customer has performed its outstanding obligations. Delivery time, but not the schedule for payment, will be extended accordingly. Customer will be liable for LiqTech’s costs and damages caused by Customer's failure to perform.

 

4. INSPECTION AND ACCEPTANCE.

Customer will inspect Deliveries immediately at delivery. LiqTech may, at its option, be present at such inspection. Customer shall immediately notify both the carrier and LiqTech of any missing, damaged or
defective Deliveries, failing which Customer is deemed to have accepted such Deliveries as delivered and shall have no claim for same. Customer's notification of missing, damaged or defective Deliveries does not constitute conclusive evidence of Deliveries' condition at the time of delivery.

If Customer and LiqTech have agreed to conduct a factory acceptance test (“FAT”) Customer will be invited upon request. Regardless of the Customer not requesting to participate in a FAT and regardless of Customer’s attendances, the FAT will be conducted by LiqTech pursuant to the agreed Deliveries and the FAT report will be final and binding to both parties.

 

SERVICE CONDITIONS (applicable to sale of services)

5. DELIVERIES (COMMISSIONING, SERVICE ETC).

LiqTech will perform commissioning, service etc. (“Services”) as agreed, professionally and skillfully.

 

6. DELIVERY.

LiqTech will deliver at the place and time agreed with the Customer.

Customer may terminate the delivery agreement by a delay of not less than 90 calendar days provided the Customer has notified LiqTech in writing of the delay and demanded delivery giving not less than 10 calendar days’ notice.

If Customer does not perform any material obligation, LiqTech may, in addition to any other remedy, suspend its performance until Customer has performed its outstanding obligations. Delivery time, but not the schedule for payment, will be extended accordingly. Customer will be liable for LiqTech’s costs and damages caused by Customer's failure to perform.

 

7. RESCHEDULING AND WAITING.

By Service performed on-site Customer will cover all costs as a result of re-scheduling of availability of site as well as waiting time for LiqTech employees from conclusion of Service and until such employee can exit the site.

 

8. CUSTOMER’S OBLIGATIONS.

Customer will at its own cost and risk:

• Co-operate with LiqTech on LiqTech’s delivery of Services;
• Provide free and unhindered access to the place of delivery for LiqTech;
• Provide power, heating, ventilation, lighting etc. as agreed or reasonable requested by LiqTech;
• Provide harbor agent services and transportation from airport;
• Conduct a risk assessment of working conditions prior to LiqTech attending the site;
• Ensure safe and healthy working conditions for LiqTech employees as per global best practices, including protection equipment against chemical agents, provide lifting equipment;
• (if relevant) Conduct a non-binding troubleshooting and communicate this to LiqTech prior to LiqTech attending the site; and
• Provide utilities (e.g. water, power, compressed air) at the place of delivery and reasonable requested by LiqTech for the Deliveries to function.

 

9. INSPECTION AND ACCEPTANCE.

Customer will inspect Deliveries immediately at delivery. LiqTech may, at its option, be present at such inspection. Customer shall immediately notify LiqTech of any missing, damaged or defective Deliveries, failing which Customer is deemed to have accepted such Deliveries as delivered and shall have no claim for same. Customer's notification of missing, damaged or defective Deliveries does not constitute conclusive evidence of Deliveries' condition at the time of delivery.

 

10. SERVICE REPORT.

Upon conclusion of Service LiqTech will issue a service report or (in case of small Service jobs) an invoice stipulating the Service conducted.

 

11. REPLACEMENT OF PARTS

LiqTech may replace spare parts, wear parts and parts with limited lifetime during Service without the prior acceptance of the Customer. Customer will pay such parts as per clause 14.

 

GENERAL CONDITIONS (applicable to sale of both products and services)

12. INFORMATION SUPPLIED BY LIQTECH.

Any information provided by LiqTech is provided on an as-is basis and LiqTech will not accept liability for any advice on purchase or the use of Deliveries unless explicitly agreed e.g., in connection with the sale, invoicing and payment for advice or consultancy services.

 

13. RISK AND TITLE.

The risk of loss of, or damage to, the Deliveries passes to the Customer upon delivery.

Title to the Deliveries will pass to the Customer upon final payment.

 

14. PRICE, INVOICES AND PAYMENT TERMS.

The price for the Deliveries is as agreed. If no agreement has been made on price the price for the Deliveries will be as per LiqTech’s pricelist and in EURO.

Any continuing deliveries from LiqTech such as service fees, rentals etc. may be indexed by LiqTech with 5 % on each anniversary.

The agreed price is exclusive of taxes, duties and charges. Customer will pay or reimburse LiqTech for same.

Unless otherwise agreed LiqTech will invoice Customer upon delivery regardless of the delivery being in full or in part.

Customer will pay within 30 days from invoice date. LiqTech may demand interest by late payment with 2 % per commenced month and demand fees in accordance with applicable law.

LiqTech may, at its own discretion, demand prepayment by a concern regarding timely payment of the price as a precondition for production and/or delivery.

 

15. WARRANTY.

For all new and fully factory refurbished equipment, LiqTech warrants that the Deliveries meet the agreed technical specifications in all material respects and are, together with any replacements of defective Deliveries, free from material defects in material and workmanship for the below period (“Notification Period”).

By Customer’s operation outside product specifications, unintended use, non-authorized replacement of parts, replacement of parts not obtained from LiqTech or failure to prove that service recommendations from LiqTech have been met, the warranty voids.

By LiqTech’s delivery of a system in combination with commissioning of
the system the Notification Period commences upon finalization of commissioning (commissioning check list) by LiqTech.

By other Deliveries the Notification Period commences upon delivery.

The Notification Period for membranes and DPF filters is one (1) year (unless otherwise agreed for an individual application).

The Notification Period for other products is one (1) year.

The Notification Period for Services is six (6) months.

The Notification Period for software (including updates of software) is one (1) week.

Customer will notify LiqTech of any warranty claim in a substantiated written claim immediately after realizing the claim and in no instance after the Notification Period after which the warranty has expired. After the Notification Period Customer will notify LiqTech of any defects and Customer and LiqTech will agree on price and terms for correction.

By a warranty claim from the Customer received before the end of the Notification Period LiqTech will respond to the claim timely.

The sole remedies in case of a warranty claim are either repair or replacement (in LiqTech’s option). LiqTech may (in LiqTech’s option) carry out a repair at LiqTech’s workshop or on-site at the Customer’s site.

Customer will assist LiqTech with root cause analysis and minor repairs
and replacements conducted by a skilled technician. Customer will
provide such technician with means of communication such as
telephone, video and/or photos to interact with LiqTech and receive
instructions.

By a warranty repair or replacement a new Notification Period commences and expires as per the above for the parts repaired/replaced.

By replacement of parts LiqTech will deliver after receiving confirmation that the Customer has returned the defective part to LiqTech at Customers cost and risk (including any customs fees or taxes). Should a returned part indicate that it is not a warranty replacement (e.g. because of use outside specifications) Customer will pay for the replaced part as per clause 14.

The Customer will conduct disassembly, packaging and re-assembly in case of a replacement or repair.

Replacements and parts for repair (from Customer to LiqTech and from LiqTech to Customer) will be delivered ExW (Incoterms 2020) LiqTech site.

By Customer’s request for special third-party parts or special materials Customer assumes all risk of such parts/materials.

 

16. OTHER WARRANTIES.

Deliveries will not infringe any patent, copyright, trade secrets or other intellectual proprietary rights of any third party and, except as provided for under section 13, above shall be free from liens and encumbrances.

LiqTech will use its commercially reasonable best efforts to remedy or resolve at its cost any violation of the warranties in this section 16. If LiqTech cannot resolve such violation Customer’s sole remedy is the right to return such Deliveries against a full refund of the purchase price for the Delivery in question.

 

17. NO OTHER WARRANTIES.

THE LIMITED WARRANTIES SET OUT IN THESE TERMS AND CONDITIONS ARE THE ONLY WARRANTIES PROVIDED BY LIQTECH WITH RESPECT TO THE SALE, DELIVERY, INSTALLATION, PERFORMANCE AND SERVICING OF THE DELIVERIES. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, SPOKEN OR IMPLIED BY LIQTECH OR ITS AGENTS, PRESCRIBED BY STATUTE OR OTHERWISE IMPLIED BY LAW INCLUDING WITHOUT LIMITATION AS TO FITNESS FOR CUSTOMER’S PURPOSE. NO OTHER MATERIALS, EXCEPT AN EXPRESS PERFORMANCE OR EXTENDED WARRANTY SIGNED BY LIQTECH FOR A SPECIFIC SUPPLY, SHALL GIVE RISE TO ANY WARRANTY OF LIQTECH.

 

18. WARRANTIES ON RESALE.

Customer will make no representation or warranty in any resale of the Deliveries or sale of any product incorporating the Deliveries on behalf of LiqTech and any representation or warranty provided by LiqTech to Customer may not be assigned. Customer shall indemnify, defend and hold LiqTech harmless against any and all claims, actions and expenses (including all lawyers’ fees) in connection with any unauthorized representations or warranties or in connection with any claim of process patent infringement relating to a process in which the Deliveries are used as a component part.

 

19. LIMIT ON LIABILITY.

LiqTech will have no liability for any loss, damage or expense incurred including, without limitation, special, consequential or incidental damages or lost production, sales or profits caused directly or indirectly by the use, maintenance, repair, service, adjustment or repossession of the Deliveries or any of them or by LiqTech’s failure to provide any of them whether alleged in contract, negligence or otherwise.

LiqTech’s total liability whether in contract or in tort (incl. negligence), breach of statuary duty or other shall not exceed an amount equivalent to 100 % of the sales price of the Delivery.

 

20. PRODUCT LIABILITY.

LiqTech is liable for personal injury (including death) and damage to real and personal property caused by defective Deliveries to the extent of applicable mandatory law on product liability. Liability for damage to real (not including consumer) property caused by a Delivery is subject to the limitation of clause 19, however, so that LiqTech’s total liability is limited to 3 million EUR.

 

21. TERMINATION.

By a material breach of agreement by one party the other party may terminate the agreement for cause with immediate effect, if the material breach is incapable of remedy or if the defaulting party fails to remedy within 30 days after receiving notice requiring it to do so.

 

22. SANCTIONED PARTIES AND EXPORT CONTROL.

A Delivery may be subject to export control and trade sanction rules, including rules of the European Union, United Nations and the United States of America. Special attention is draw to membranes being under the EU Regulation 2021/821 (category 2B252 Regulation 2023/66) requiring an exporter out of the European Union to obtain an export permission.

Customer will comply with all applicable export control and trade sanction rules, including having relevant compliance procedures and controls.

If LiqTech considers that a delivery may be prohibited, hindered, restricted or significantly adversely affected by rules on sanctioned parties and/or export control LiqTech may delay or terminate the agreement without liability for any direct or indirect claim or loss.

 

23. PERMITS.

Customer will obtain at its own expense all licenses, permits andapprovals for the purchase, delivery and installation of any Deliveries.

 

24. FORCE MAJEURE ETC.

Either party may be excused from the timely performance of its obligations in the sale or other supply of any Deliveries if its performance is impeded or prevented by circumstances beyond its control (including but not limited to war, civil disorder, epidemics, natural disasters and fire) and it is taking all commercially reasonable steps to mitigate the effect of the delay. The party claiming relief from its obligations must notify the other party promptly upon the occurrence of and upon the termination of the circumstances giving rise to the claim.

Either party may terminate the agreement for the supply of the Deliveries affected if such circumstances continue for more than 6 months.

 

25. SOFTWARE.

If software is included in the Deliveries, LiqTech grants to Customer a nonexclusive, royalty-free license only for use of the software provided with the Deliveries. Under this license, Customer may use the software only in machine readable object code and only in connection with the Deliveries. Software may not be accessed without the written accept from LiqTech. This license may not be assigned, sublicensed or otherwise transferred without the prior written consent of LiqTech. Customer hereby acknowledges that the software provided comprises a valuable trade secret and/or copyright property of LiqTech (or its licensor) and covenants that it will take all reasonable precautions against unauthorized access to or disclosure of the software.

 

26. INTELLECTUAL PROPERTY.

All drawings, designs and specifications provided by LiqTech are the sole property of LiqTech, and are furnished in order to provide full documentation and on the condition that they shall not be reproduced or copied in any manner whatsoever, in whole or in part, nor shall they be used, in whole or in part, for furnishing information to others or for any purpose not specifically authorized in writing by a corporate officer
of LiqTech.

 

27. CONFIDENTIAL INFORMATION.

Proprietary or confidential information disclosed for supply of any Deliveries must not be used or disclosed by the recipient other than for the express purpose for which it was disclosed. Customer acknowledges that LiqTech is publicly traded and therefore may be subject to certain disclosure requirements.

 

28. SENSORS AND DATA.

LiqTech may install sensors and collect data on Deliveries and the use hereof in order to improve LiqTech’s services and may use such data in anonymized form for its own purposes.

 

29. ASSIGNMENT.

Neither party may assign all or any part of an agreement for sale of Deliveries without the prior consent of the other party. LiqTech may assign and transfer any part of an agreement with Customer to an affiliated company without the prior consent of Customer.

 

30. ACCEPTANCE DEADLINE.

Any offer from LiqTech may be accepted by Customer within 14 days (unless re-drawn by LiqTech) after which the offer is null and void.

 

31. WAIVER.

No act or omission shall act as a waiver of an unperformed obligation of the other party or constitute an agreement to allow future breaches of the applicable provision.

 

32. ENTIRE AGREEMENT.

LiqTech rejects any differing or supplemental terms which may be printed or otherwise found in any of Customer's purchase order or other documents. Any alteration of an agreement must be in writing and signed by an authorized representative of each party. Descriptive data found in any advertisement, catalogue, brochure, circular or the like are approximate and must not be considered as any warranty or legal obligation as to technical specifications unless specifically included in performance criteria expressly warranted in the transaction.

 

33. LAW AND VENUE.

The sale of the Deliveries and all contracts related thereto are governed by the laws of Denmark.

Any dispute arising out of or in connection with the sale of the Deliveries, including any disputes regarding its existence, validity or termination, shall be finally settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration.