Terms & Conditions

General Conditions, Return Policy and Warranties

 

General Information

Unless otherwise agreed in writing these General Conditions shall apply to all deliveries and orders. Any special conditions of the Purchaser, specified in the Purchaser’s order, shall not be legally binding on Franzenburg in any way unless expressly and clearly accepted by Franzenburg in writing. Acceptance of goods by Franzenburg shall not constitute or be deemed to constitute acceptance of Purchaser’s non-standard terms and conditions by Franzenburg.

 

1. Quotation, order and acceptance

The Purchaser’s orders shall be binding on Franzenburg only when the Purchaser has received a written order confirmation.

Franzenburg’s offers shall lapse in case no conforming acceptance by the Purchaser has reached Franzenburg within four weeks from the date of the order.

 

2. Terms of payment

Unless otherwise stated in the Estimate, payment shall be made in cash as stated on the invoice.

If the order confirmation states a certain time when payment is due, the payment shall be deemed punctual only if the payment has reached Franzenburg by the time in question. If payment is not made punctually, Franzenburg shall be entitled to one per cent (1%) interest for each month that full payment is delayed. Or, if credit is being offered by Franzenburg, then the terms of such separate credit agreement shall control.

 

3. Franzenburg’s performance

Franzenburg shall only be required to deliver goods as specified in the Estimate.

All drawings, illustrations, and technical specifications contained in catalogues etc. are given only for guidance, and Franzenburg shall not be responsible for any errors in this material.

 

4. Prices

Irrespective of any prices quoted by Franzenburg or listed on Purchaser’s order, an order is accepted only at the prices shown and in the currency as stated on the Estimate.

The price shown on the Estimate is exclusive of all tax and packing and is based on the currency rates, prices of materials, wages and salaries, cost of transportation, and duties in force on the date of the Purchase Order Confirmation. Purchaser agrees to pay any additional surcharges put in place after the date of the quote and up to the time of shipment.

 

5. Delivery

Delivery shall be Ex Works. Ex works or “EXW” means that Franzenburg delivers title when it places the goods at the disposal of the Purchaser at Franzenburg’s premises or another named place not cleared for export and not loaded on any collecting vehicle, as defined in the International Chamber of Commerce Incoterms 2000.

Unless the Purchaser arranges for the collecting of the goods, Franzenburg offers to arrange for carriage of the goods to the place stated by the Purchaser. The carriage shall be at the expense and the risk of the Purchaser. Insurance of the Purchaser’s risk of transport shall only be effected by Franzenburg, if so agreed in writing.

Unless otherwise agreed, the carriage shall take place at the earliest possible time after the time for delivery has occurred and by use of Franzenburg’s usual carriers.

 

6. Time for Delivery

Except where the parties have agreed otherwise, delivery shall take place at the earliest possible time. If a time for delivery has been agreed upon, delivery up to one week before or after the stipulated time for delivery shall be deemed punctual in every respect.

If Franzenburg is delivering the goods, Franzenburg retains the right to claim an extension of the time for delivery in case of alterations of the order at the request of the Purchaser, in case of a force majeure event, see Clause 12 of these Conditions, or in case of suspension of or delays in the execution of the delivery because of public instruction.

In case of substantial delay in the delivery, the Purchaser shall be entitled by notice in writing to terminate the contract If only a part of the shipment is delayed, the Purchaser shall only be entitled to terminate the contract with respect to the delayed shipment of goods. If the delay in shipment of goods is caused due to a specific instruction from the Purchaser, or Franzenburg normally does not keep in stock the delayed goods, the Purchaser shall only be entitled to terminate the contract if, as a result of the delay, the purpose of the purchase cannot – to a fundamental degree – be fulfilled.

Damages for any material act or omission by Franzenburg shall not exceed a rate of 0.5% of the agreed payment for the delayed delivery for each complete week of delay, and the maximum liquidated damages receivable shall not exceed 5% of the agreed payment.

 

7. Insurance

Insurance against the physical loss of or damage to goods will be effected by Franzenburg and will attach from the time the goods leave Franzenburg premises until such time as delivered into the warehouse – store of the Purchaser.

 

8. Defects

Remedies for any defects are subject to, and more fully described in, the Notice of Terms and Warranty Provisions.

Franzenburg’s obligation to remedy defects is subject to the Purchaser proving that the goods are defective. Further, Purchaser must supply documentation that the goods have been stored, installed, used and maintained properly and in accordance with the instructions of Franzenburg.

Franzenburg’s obligations shall lapse if components not manufactured or approved by Franzenburg are used in connection with the goods supplied by Franzenburg.

Franzenburg’s obligation to remedy or replace only includes wages and salaries and materials directly connected with Franzenburg’s obligation to remedy or replace. Franzenburg carries no responsibility for any other cost connected with any defect, including transport, compensation for waiting time, costs of board and lodging and other living expenses, and costs of dismantling defective parts or making them accessible.

Expect as state above, Franzenburg shall undertake no further liability for deliveries, and consequently the Purchaser shall not be entitled to terminate the contract, to claim a proportional reduction of the purchase price, to claim damages, or to withhold the purchase price partly or totally.

 

9. Notification of Defects

Notification of defective deliveries shall be submitted in writing with photo evidence to Franzenburg within thirty (30) days of Purchaser discovering or ought to have discovered the defect.

Notifications concerning defects with delivered quantities must be submitted in writing no later than three weeks after the date of invoice.

Irrespective of the nature of the defect no goods may be returned without written agreement with Franzenburg and only when the Purchaser has received Franzenburg’s return number. This number must always be stated in the forwarding papers.

Notifications of defects accepted by Franzenburg are only credited according to written agreement.

The Purchaser shall be obliged to cover the costs of Franzenburg in connection with the Purchaser’s notification of defects in case the notification of defects is groundless or in case of defects for which Franzenburg is not responsible.

 

10. Product Liability

Franzenburg shall only be liable for personal injury if it is proven that such injury was caused solely by reason of errors or omissions on the part of Franzenburg or others for whom Franzenburg is responsible. Damages for personal injury shall never exceed the level of damages in force according to the stipulations of IOWA state or Federal law. Similarly, damage to real and personal property shall  never exceed the maximum limit of Franzeburg’s  product liability insurance.

To the extent Franzenburg might incur product liability towards any third party, the Purchaser shall indemnify Franzenburg for liability exceeding the limitations in these General Conditions.

If a claim for damages is lodged by a third party according to this clause against one of the parties, this party shall promptly inform the other of such claim in writing..

 

11. Limitation in Liability

Unless otherwise states above, under no circumstances shall Franzenburg be liable for consequential, incidental, or other damages, losses, or expenses.

 

12. Force Majeure

Franzenburg carries no responsibility whatsoever for non-fulfillment or delayed fulfillment of the contract if due to a force majeure event, including but not limited to war, riots, civil commotion, governmental intervention or intervention from public authorities, fire, strike, lockout, export and/or import prohibition, lacking or defective deliveries by sub-suppliers, shortage of work force, fuel, power or any other circumstance beyond the control of the Franzenburg which may delay or impede the production and delivery of the goods sold.

In the event of perfect or punctual delivery being temporarily impeded by one or several of the above circumstances, the time for delivery shall be extended by a period equivalent to the duration of the impediment plus a reasonable period to allow for a normalization of the conditions. If the delivery impediment is expected to last for a longer period than 8 weeks, Franzenburg as well as the Purchaser shall be entitled to terminate the contract without this termination being considered as breach of contract.

 

13. Cancellation

Cancellation of orders may take place only with Franzenburg’s acceptance and subject to Franzenburg’s charging the Purchaser with all costs incurred by Franzenburg.. Orders, manufactured according to the instructions of the Purchaser cannot be cancelled.

 

14. Application Law and Venue

The terms and conditions contained herein shall be governed by and construed under the laws of the State of Iowa.  Franzenburg reserves the option to settle any disputes through arbitration.

 

15. Arbitration

In cases where Franzenburg chooses to settle a dispute through arbitration, the Arbitration Tribunal shall be composed of 3 members. One of these members shall be qualified as a judge whereas the two other members shall be technically qualified in the area of the dispute.

In any such proceeding, the arbitrator shall make every reasonable effort to resolve the matter expeditiously and to reduce the costs of the proceeding.  Neither party shall be entitled under any circumstances to receive punitive exemplary damages.  Negotiation and/or arbitration results shall be treated as confidential.  Unless the parties agree in writing, such arbitration shall be conducted in Iowa. Judgment of the arbitrator shall be final and binding.  Each party hereto waives its right to appeal and/or to a jury trial.

 

16. Severability

If any provision of these General Conditions shall be held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

17. Waiver

Franzenburg’s failure to insist on performance of any term or condition contained in the General Terms, or failure to exercise any of its rights hereunder, shall not constitute a waiver of any of its rights or remedies under the General Terms.

 

18. Modification

Modifications hereof or additions hereto, to be effective, must be made in writing and be signed by an authorized representative of Franzenburg.

Franzenburg Rules for Returning of Goods

General Information 

Before Return of Goods

• Returning of goods due to complaint or for repair must be approved by Franzenburg’s Technical
• Goods may only be returned after previous agreement with Franzenburg’s sales
• After acceptance by the sales department and a return number is allocated, the number must be stated on all paper accompanying the returned goods.
• Returned goods must be in “as new” condition, well packed and must correspond to the delivery
• Returned goods must be up-to-date, i.e. listed in the latest edition of Franzenburg’s Spare Parts Manual and be a normal standard
• Return of products at a value below USD 300 per return order will not be not accepted unless Franzenburg has made a faulty
• The following items may not be returned:
  • Rubber items
  • Non-stock items
  • Items purchased or specially made to order

 

Shipment

• The goods are shipped free of charge to Des Moines, IA. A proforma invoice is issued for customs
• Invoicing of returned goods is not
• Returned goods without accompanying notes and/or return number are not accepted and will be returned to
• Franzenburg should receive delivery note not later than 14 days after issuing the return specification, if not the return number is

 

After Receipt

• We charge an administration fee of 25% for all standard goods, returned in accordance with the rules Standard goods are wear/use items or parts and do not include rebuilds.
• All other goods will be handled
• Faulty deliveries are credited 100%.
• Franzenburg will issue credit note not later than 3 weeks after receipt of the goods.

 

Notice of Terms and Warranty Provisions

1. Prices and all terms and Conditions of Sale are established in current price sheets and are subject to change without notice. Franzenburg retains the right to decline any order for any reason.

2. Standard wear/use parts are warranted to be free from manufacturing defects for a period of:

-twelve (12) months from the date of shipment for a new plant and equipment

-six (6) months from date of shipment for a reconditioned plant and equipment; and

-three (3) months from date of shipment for spare

provided it has been used as approved by Franzenburg and in accordance with industry recognized operation and maintenance practices, and providing it has not been worn out due to severe service, such as encountered under extremely corrosive or abrasive conditions. Franzenburg will not provide any warranties for damaged O-rings.

The foregoing warranties will be null and void in the event the Product purchased by Purchaser is not (i) operated by persons properly trained to operate the Product, (ii) maintained pursuant to Franzenburg’s maintenance manual, recommendations and guidelines.

3. This warranty is expressly in lieu of any other warranties expressed or implied, including but not limited to, any implied warranty of merchantability or fitness for practical purposes. No other warranties or guarantees express or implied, including any warranty as to merchantability of fitness for any particular purpose, is made unless the same is specifically set forth above.

4. All claims must be in writing with photo evidence and must be mailed or delivered by purchaser within thirty (30) days after purchaser learns of the facts upon which such claim is based. Any claim not made in writing and within the time period specified above shall be deemed waived.

5. Purchaser’s sole and exclusive remedy and Franzenburg’s maximum liability for claims arising hereunder or for negligence for any and all losses and damages resulting from any cause shall be either the repair or replacement of defective items or, at Franzenburgs’ option, the refund of the purchase price for such items. In no event, including in the case of a claim for negligence, shall Franzenburg be liable for incidental or consequential damages, including loss of profits.

6. No person, including any representative, employee or agent or Franzenburg is authorized to assume on behalf of Franzenburg any liability or responsibility in addition to or different from that described in this provision. Any and all representations, promises, warranties or statements that are in addition or different from the terms of this provision are of no force or effect.

7. If any provision of this Warranty Notice is found to be invalid, such provision shall be severed and the remaining provisions shall continue to be in force.