STANDARD LIMITED WARRANTY, GENERAL SALES POLICY AND CONTROLLING TERMS AND CONDITIONS

THIS DOCUMENT CONTAINS FRANKLIN ELECTRIC CO., INC. AND ALL OF ITS SUBSIDIARIES’ (COLLECTIVELY REFERRED TO AS “FRANKLIN”) EUROPE, THE MIDDLE EAST AND NORTH AFRICA STANDARD LIMITED WARRANTY, GENERAL SALES POLICIES AND CONTROLLING TERMS AND CONDITIONS. THIS STANDARD LIMITED WARRANTY, GENERAL SALES POLICIES AND CONTROLLING TERMS AND CONDITIONS SHALL NOT BE ALTERED OR AMENDED EXCEPT PURSUANT TO AN AUTHORIZED FRANKLIN EXTENDED WARRANTY.

A. EFFECTIVE DATE AND NO AGREEMENT OR AMENDMENTS

This document and its provisions are effective as of 01.01.2020 and valid until further written notice from Franklin. This document and its provisions shall supersede any and all pre-existing sales policies, terms and conditions, and standard limited warranties issued by Franklin, whether in writing or orally.
This document does not reflect an offer or an agreement to sell Franklin products to any person or entity and should not be construed as such.

B. GENERAL SALES POLICIES AND CONTROLLING TERMS AND CONDITIONS FRANKLIN OBJECTS TO, AND SHALL NOT BE BOUND BY, ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS, WHETHER PRINTED OR OTHERWISE AND REGARDLESS OF WHETHER SUCH ADDITIONAL TERMS OR CONDITIONS ARE IN PURCHASER’S PURCHASE ORDER OR IN ANY OTHER COMMUNICATION FROM PURCHASER TO FRANKLIN.

The terms and conditions appearing in this agreement together with Franklin’s standard or custom product specifications (if applicable), constitute the entire agreement between Franklin and Purchaser. Franklin objects to, and shall not be bound by, any additional or different terms, whether printed or otherwise and whether in Purchaser’s purchase order or in any other communication from Purchaser to Franklin, unless Franklin has specifically agreed in writing to those additional or different items. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by Franklin to the extent they differ from, modify, add to or detract from this agreement shall not be binding upon Franklin. There are no other agreements, promises or understandings, either verbal or written, which are not fully expressed in this agreement. No statements, recommendations or assistance by either party have been relied upon by either party or shall constitute a waiver by either party of any of the provisions hereof. This agreement may be amended or altered only if agreed to in writing, signed by the party against which any such amendment or alteration is asserted.

• a. Acceptance and Payment
• Franklin reserves the right to reject and refuse to process a purchase order for any reason whatsoever. If a Purchase Order (PO) or a line item contained in a PO is cancelled by the Purchaser at any time after PO acceptance by Franklin, Franklin reserves the right to apply reasonable cancellation charges as determined by Franklin in its sole discretion.
• The due date of payment shall be measured from the shipment date. Terms are net thirty (30) days from date of invoice of each shipment, unless otherwise stated. Any portion of the purchase price which is not paid in accordance with applicable payment terms shall accrue interest at a rate equal to 1 ½% per month or the highest rate allowed by law, plus any attorney fees and other costs associated with collections. Franklin shall apply payments received against outstanding invoices and/or interest charges at its discretion. If for any reason Purchaser fails to accept delivery of any of the products on the dated fixed by Franklin for delivery, or if Franklin is unable to deliver products on such date because Purchaser has not provided appropriate instructions, documents, licenses or authorizations (i) risk of loss of the products shall pass to Purchaser; (ii) the products shall be deemed to have been delivered; and (iii) Franklin, at its option, may store the products until Purchaser picks them up or arranges for pick up, whereupon Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
• b. Prices and Taxes
• All prices and discounts are subject to change by Franklin, with two months’ prior notice. Prices and discounts applicable to unshipped quantities of existing purchase orders, as well as to new purchase orders, shall be those in effect at the time of issuance of the order acknowledgement.
• A representation by Purchaser of facts, upon which Franklin relies in basing applicable discount or term of sale, shall be taken as a representation that such facts are true; and Franklin shall have the right to revise any price or discount, including products already shipped, invoiced, or paid, should such representations be untrue.
• Unless otherwise required by law, all prices are net of, and do not include, any federal, state, or local income, property, sales, use, excise, value-added, or other taxes, all of which shall be the responsibility of, and paid by, Purchaser.
• c. Quotations
• No price quotations for Franklin products shall be binding on Franklin unless confirmed in writing by Franklin. Prices so quoted will be binding on Franklin for 30 days from the date of the price quotation unless noted in the quotation by Franklin. Clerical errors on any price quotations are subject to correction by Franklin. Quotations are subject to change by Franklin with notice to Purchaser.
• d. Delivery
• Shipments may be made by common carrier, unless otherwise specified. Special arrangements, such as air freight, parcel shipment, overnight delivery and special packaging requirements must be specifically requested by Purchaser and, if agreed to in writing by Franklin, will be at Purchaser’s expense.
• Any dates or schedules specified for the delivery of goods covered hereby are approximate only and are based upon then existing conditions and/or conditions reasonably anticipated through each shipping date. In addition to the limitation on damages described herein, Franklin shall not, under any circumstances be liable for any loss, cost, expense, delay, damage, inconvenience, or consequential damages for failure (however caused) to meet a specific shipping date, or for any delay, loss, or damage in transit, or due to the unavailability of sufficient products to fill a purchase order. Franklin reserves the right to allocate available inventories among its customers, including Purchaser, in the event that such inventories are inadequate to meet demand.
• Title to the product shipped shall pass to Purchaser when Franklin delivers such goods (i) to the carrier for delivery to Purchaser or (ii) to the dock for export shipments to Purchaser, and all risks of damage, loss, or delay shall thereupon pass to Purchaser. Franklin shall promptly, after shipment, notify Purchaser that the goods have been delivered to the carrier or to the dock and shall furnish Purchaser with all documents, if any that are required to enable Purchaser to obtain possession of the product.

C. STANDARD LIMITED WARRANTY

Except as set forth in an Extended Warranty, for two (2) years from the date of installation, but in no event more than three (3) years from the date of manufacture, Franklin hereby warrants to the purchaser (“Purchaser”) of Franklin’s products that, for the applicable warranty period, the products purchased will (i) be free from defects in workmanship and material at the time of shipment, (ii) perform consistently with samples previously supplied and (iii) conform to the specifications published or agreed to in writing between the purchaser and Franklin. This limited warranty extends only to products purchased directly from Franklin. If a product is purchased other than from a distributor or directly from Franklin, such product must be installed by a Franklin Certified Installer for this limited warranty to apply. This limited warranty is not assignable or transferable to any subsequent purchaser or user.

• a. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR FRANKLIN’S BREACH OF ITS OBLIGATIONS HEREUNDER, INCLUDING BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR OTHERWISE, UNLESS PROVIDED ON THE FACE HEREOF OR IN A WRITTEN INSTRUMENT MADE PART OF THIS LIMITED WARRANTY, SHALL BE FOR THE PURCHASE PRICE PAID TO FRANKLIN FOR THE NONCONFORMING OR DEFECTIVE PRODUCT OR FOR THE REPAIR OR REPLACEMENT OF NONCONFORMING OR DEFECTIVE PRODUCT, AT FRANKLIN’S ELECTION. ANY FRANKLIN PRODUCT WHICH FRANKLIN DETERMINES TO BE DEFECTIVE WITHIN THE WARRANTY PERIOD SHALL BE, AT FRANKLIN’S SOLE OPTION, REPAIRED, REPLACED, OR A REFUND OF THE PURCHASE PRICE PAID. Some countries do not allow limitations on how long an implied warranty lasts, therefore, the limitations and exclusions relating to the products may not apply.
• b. WITHOUT LIMITING THE GENERALITY OF THE EXCLUSIONS OF THIS LIMITED WARRANTY, AND TO THE EXTENT PERMITTED BY LAW, FRANKLIN SHALL NOT BE LIABLE TO THE PURCHASER OR ANY THIRD PARTY FOR ANY AND ALL (i) INCIDENTAL EXPENSES OR OTHER CHARGES, COSTS, EXPENSES (INCLUDING COSTS OF INSPECTION, TESTING, STORAGE, OR TRANSPORTATION) OR (ii) DAMAGES, INCLUDING CONSEQUENTIAL, SPECIAL DAMAGES, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST TIME AND LOST BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER FRANKLIN IS OR IS SHOWN TO BE AT FAULT, AND REGARDLESS OF WHETHER THERE IS OR THERE IS SHOWN TO HAVE BEEN A DEFECT IN MATERIALS OR WORKMANSHIP, NEGLIGENCE IN MANUFACTURE OR DESIGN, OR A FAILURE TO WARN.
• c. Franklin’s liability arising out of the sale or delivery of its products, or their use, whether based upon warranty contract, negligence, or otherwise, shall not in any case exceed the cost of repair or replacement of the product and, upon expiration of any applicable warranty period, any and all such liability shall terminate.
• d. Without limiting the generality of the exclusions of this limited warranty, Franklin does not warrant the adequacy of any specifications provided directly or indirectly by a purchaser or that Franklin’s products will perform in accordance with such specifications. This limited warranty does not apply to any products that have been subject to misuse (including use in a manner inconsistent with the design of the product), abuse, neglect, accident or improper installation or maintenance, or to products that have been altered or repaired by any person or entity other than Franklin or its authorized representatives.
• e. Unless otherwise specified in an Extended Warranty authorized by Franklin for a specific product or product line, this limited warranty does not apply to performance caused by abrasive materials, corrosion due to aggressive conditions or improper voltage supply.
• f. With respect to motors and pumps, the following conditions automatically void this limited warranty:
• 1. Mud or sand deposits which indicate that the motor has been submerged in mud or sand.
• 2. Physical damage as evidenced by bent shaft, broken or chipped castings, or broken or bent thrust parts.
• 3. Sand damage as indicated by abrasive wear of motor seals or splines.
• 4. Lightning damage (often referred to as high voltage surge damage).
• 5. Electrical failures due to the use of non-approved overload protection.
• 6. Unauthorized disassembly.

D. EXTENDED WARRANTIES

Extended warranties for Franklin products may be made available to Purchasers in Franklin’s sole discretion.

E. MISCELLANEOUS

• a. Compliance with Laws, Ordinances and Regulations
• Franklin shall use reasonable efforts to cause the products to comply with federal safety, health and environmental regulations and insurance codes. However, Franklin shall not be responsible for compliance of the products with local interpretations of such federal regulations or insurance codes, nor with any local laws, ordinances, codes and/or regulations which may at any time be in effect at any location where the products are to be used, unless such responsibility shall be expressly assumed by Franklin in writing.
• b. Change of Design
• Franklin shall be entitled to make any and all changes in details of design, construction or arrangement of the product as Franklin in its sole discretion determines will constitute an improvement upon the product or any specifications or designs previously furnished to the Purchaser.
• c. Franklin Remedies
• In addition to and not withstanding any other remedy to which Franklin may be entitled by law, in the event of Purchaser’s breach of its obligations hereunder, or if Purchaser should cancel a purchase order, in whole or in part, or refuse to accept the products shipped hereunder, or wrongfully rejects or revokes its acceptance of products shipped that conform to a purchase order, Purchaser shall pay for, and Franklin shall be entitled to recover from Purchaser, all special engineering, design, tooling, manufacturing, storage, or transportation costs incurred in connection with Franklin’s performance of the purchase order.
• d. Infringement
• With respect to Franklin’s own standard designs and specifications, or specialty products which Franklin has engineered and designed, Franklin shall defend, indemnify and hold Purchaser harmless from and against any loss, damage, cost or expense arising out of any third-party claims for patent or trademark infringement relating to such products, so long as Purchaser promptly notifies Franklin in writing of any such claim and gives Franklin such authority, information and assistance as Franklin may request in connection with the defense thereof.
• e. Purchaser shall defend, indemnify and hold Franklin harmless from and against any loss, damage, costs or expenses arising out of any claims of patent or trademark infringement relating to products manufactured by Franklin in accordance with any designs or specifications furnished by Purchaser.
• f. Special Tooling
• Any special tools, dies, jigs, molds, or other equipment manufactured or purchased by Franklin, regardless of whether included as part of Franklin’s pricing, shall remain Franklin’s exclusive property.
• g. Confidentiality
• All commercial, financial or technical information furnished by Franklin shall be considered confidential and Purchaser shall not disclose any such information to any other person or use such information itself for any purpose other than the re- sale or the intended use of the products. This Section shall apply to drawings, specifications or other documents prepared by us. Unless otherwise agreed in writing, no information disclosed in any manner or at any time by Purchaser to Franklin shall be deemed secret or confidential, and Purchaser shall have no rights against Franklin with respect thereto, except such rights as may exist under applicable patent laws.
• h. Independent Contractors
• Franklin and Purchaser are independent contractors and neither has the authority to assume or to create any obligation on behalf of or in the name of the other.
• i. Set Off
• Franklin shall be entitled to set off any amount or apply any sum due from Purchaser to Franklin or any other affiliated company of Franklin.
• j. Force Majeure
• Franklin shall not be responsible or liable for any delays or failures in manufacture or delivery due to any cause or condition beyond the reasonable control of Franklin. Franklin shall not be responsible or liable for any delays or failures to deliver or to perform its contractual responsibilities if due to causes beyond its reasonable control or the reasonable control of its suppliers, or due to acts of God, acts of civil or military authority, judicial action, fires, strikes, floods, wars, transportation delays, or inability due to causes beyond its reasonable control to obtain necessary labor, materials or manufacturing facilities. In the event of such a condition or circumstance, Franklin shall have the right, at its option, to cancel any purchase orders or any part thereof without any resulting liability.
• k. Applicable Law
• The terms and conditions expressed herein shall be construed and its performance governed by the internal laws (as opposed to conflicts of law provisions) of the Courts of Wittlich, for product(s) invoiced from Franklin Electric Germany or Courts of Vicenza, for product(s) invoiced from Franklin Electric Italy.
• l. Headings
• All headings or captions used herein are for convenience of reference only and shall not limit or define these terms and conditions.
• m. Interpretation
• Whenever the term “include” or “including” is used in this document or any document referenced in this document, it shall mean “including, without limitation,” (whether or not such language is specifically set forth) and shall not be deemed to limit the range of possibilities to those items specifically enumerated. The words “hereof”, “herein” and “hereunder” and words of similar import refer to this document and any document referenced in this document as a whole and not to any particular provision. Terms defined in the singular have a comparable meaning when used in the plural and vice versa.