General Terms & Conditions of Sale for Goods and Services
Article 1 Definitions
1.1 In these general terms and conditions of sale (T&Cs) "ROCKWOOL" refers to the seller mentioned in the quotation, purchase order, order confirmation, agreement or similar. Such quotation, purchase order, order confirmation, agreement or similar together with these T&Cs are referred to as "Agreement". These T&Cs shall be deemed as governing the Agreement, unless expressly agreed otherwise in writing by ROCKWOOL, and shall supersede any terms or conditions which may be contained in Customer’s purchase orders or other documentation; "Goods" refers to the products offered and supplied by ROCKWOOL; "Services" refers to the services which should be delivered by ROCKWOOL; and "Customer" refers to a natural person or legal entity who places a purchase order or enters into an Agreement with ROCKWOOL.
Article 2 Binding effect
2.1 ROCKWOOL is only bound if the quotation/offer is accepted by the Customer without any changes or if ROCKWOOL has commenced execution.
2.2 If the Customer does not find the order confirmation correct, the Customer shall report this to ROCKWOOL no later than 2 (two) working days after the date of the confirmation failing which the order confirmation will be binding.
Article 3 Data
3.1 The Customer shall provide correct, complete and reliable data and information to ROCKWOOL.
3.2 ROCKWOOL is not obliged to examine the correctness, completeness or reliability of the data and information referred to in Article 3.1.
3.3 ROCKWOOL is only obliged to execute the order if the Customer has provided all the data and information required by ROCKWOOL. If ROCKWOOL suffers damages because the Customer provided wrong or inaccurate data and information, the Customer shall compensate ROCKWOOL for such damage.
Article 4 Conformity
4.1 All offers provided by ROCKWOOL of quantities, quality, performances and/or other characteristics relating to ROCKWOOL’s Goods and Services are prepared with due care, but ROCKWOOL cannot guarantee that minor deviations will not occur and shall have no liability for such deviations.
4.2 The Customer should, without delay, check conformity with quantities, quality, performances and/or other characteristics stated by or agreed with ROCKWOOL when the Goods are delivered and accepted and Services are provided.
Article 5 Intellectual property
5.1 All intellectual and industrial property rights are owned or controlled exclusively or licensed to ROCKWOOL, such as design rights, trademark rights, copyrights, patent rights, domain name rights, trade secrets and other intellectual property rights, packaging, source code, preparatory material and the naming thereof, and everything that ROCKWOOL develops, relating to Goods and Services supplied.
Article 6 Prices
6.1 Prices quoted by ROCKWOOL shall be paid in the currency agreed and exclude VAT, Sales tax and other taxes & duties unless explicitly agreed otherwise in writing.
6.2 If ROCKWOOL undertakes to perform additional services without a price explicitly being quoted for that purpose, or when it concerns an order below a size fixed by ROCKWOOL, ROCKWOOL is entitled to charge a reasonable fee for those additional services or orders.
Article 7 Delivery
7.1 Quoted and agreed delivery times are binding upon ROCKWOOL unless otherwise stated. In case of delay the Customer is entitled to cancel their purchase order if and in so far as ROCKWOOL does not execute the order within a reasonable period set by the parties.
7.2 ROCKWOOL supplies the Goods as specified in the Agreement by reference to the agreed Incoterm, and determines how and by whom the transport is carried out. If ROCKWOOL at the request of the Customer also carries out the transport of the Goods to the Customer or has them carried out, ROCKWOOL will do so at the expense and risk of the Customer with ROCKWOOL prior written permission.
Article 8 Force majeure
8.1 The ICC Force Majeure Clause 2003 applies to this Agreement.
8.2 In addition to Article 8.1 the following situations count as the examples of force majeure: cyber terrorism or other types of cyber-attacks, security incidents, unintentional corruption or loss of data, or events of similar nature.
Article 9 Defects
9.1 Defects determined by ROCKWOOL to have arisen from misuse, abuse, or improper installation or modification shall not be the responsibility of ROCKWOOL and ROCKWOOL shall have no obligation to repair or replace such Goods. Should a defect occur in the Goods and Services supplied by ROCKWOOL, ROCKWOOL shall have the right to repair these defects (or have them repaired) or replace the Goods and Services, at the option and solely at the discretion of ROCKWOOL.
9.2 The Customer must notify ROCKWOOL in writing of any defects relating to the Goods and/or Services and/or the performance of the Agreement after the Customer could have discovered the defect, however, no later than 15 (fifteen) working days after the Customer has received the Goods and/or Services. If complaints are not submitted on time, every claim with respect to ROCKWOOL will lapse and be deemed waived by Customer.
9.3 The Customer shall inform ROCKWOOL in writing of any inaccuracies in invoices within 15 (fifteen) working days of the invoice date, failing which, the Customer will be considered to have approved the invoice.
Article 10 Reservation of title
10.1 ROCKWOOL retains ownership of the Goods delivered or to be delivered, until payment relating to the Goods delivered or to be delivered have been met in full by the Customer.
10.2 If such payment in 10.1 is overdue in whole or in part, ROCKWOOL may recover or resell the goods or any part of it and may enter upon the Customer's premises for that purpose.
Article 11 Payment
11.1 At all times ROCKWOOL has the right to request full or partial payment in advance and/or otherwise to obtain security for payment.
11.2 Unless otherwise agreed in writing, payment of ROCKWOOL invoices must be made within 30 (thirty) calendar days of the invoice date, in the currency stated on the invoice and solely in the way indicated on the invoice.
11.3 Payments made by the Customer always will be applied in the following order: (i) to settle the costs owed, (ii) to pay the interest due and (iii) to pay the payable invoices which have been
outstanding for the longest. The above application of payments shall be applied regardless as to how a Customer directs a payment be applied to their account unless agreed to in writing by ROCKWOOL.
11.4 In the event of non-payment ROCKWOOL has the right to suspend deliveries or to terminate the Agreement and claim compensation for any damage suffered from Customer.
Article 12 Limitation of liability
12.1 ROCKWOOL is not liable towards the Customer for any indirect and/or consequential damage or loss, including, but not limited to property damage, loss of profits or income, damage to business reputation, loss of sales or any other similar incidental or consequential damage or loss.
12.2 In all cases in which ROCKWOOL is obliged to pay direct damages, such direct damages shall never exceed the invoice value of the Goods and/or Services supplied.
12.3 Any claim against ROCKWOOL, apart from those which are acknowledged by ROCKWOOL, expires 12 months from the date the Goods were shipped or the Services were rendered by ROCKWOOL.
12.4 ROCKWOOL makes no representation or warranty of any kind to the Customer, express or implied.
Article 13 Applicable law & competent court
13.1 The law of the country where ROCKWOOL has its registered office applies to these T&C’s without regard to conflict of law principles.
13.2 The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention on the International Sale of Goods 1980) is not applicable to the Agreement and is explicitly excluded.
13.3 All disputes between ROCKWOOL and the Customer will be adjudicated by a court of competent jurisdiction in a state or province where ROCKWOOL has offices or operations.
Article 14 Export control & sanctions
14.1 ROCKWOOL complies with applicable EU, U.S., UN and national export control regulations prohibiting sale of certain products and services to certain countries and individual companies and persons.
14.2 In case the Customer exports Goods and Services the Customer shall comply with applicable export control regulation and sanctions.
Article 15 ROCKWOOL Code of Conduct
15.1 ROCKWOOL operates a Code of Conduct setting a high level of integrity for ROCKWOOL. ROCKWOOL has acceded to the UN Global Compact initiative committing the Group to meet fundamental responsibilities in the area of human rights, labour, environment and anti-corruption. ROCKWOOL expects the Customer to share the same principles.
15.2 ROCKWOOL operates a whistle blower scheme allowing third parties to report serious and sensitive concerns regarding breaches of business ethics. See more about Code of Conduct for ROCKWOOL on www.ROCKWOOLgroup.com.
Article 16 Confidentiality
The Customer acknowledges that:
16.1 During both the duration of contract negotiations between the Parties and the contemplated contractual relationship with ROCKWOOL, the Customer will be disclosed or will acquire Confidential information;
16.2 Disclosure of Confidential information to others will be highly detrimental to both the interests of ROCKWOOL and its customers; and
16.3 Confidential information is the property of ROCKWOOL and/or its customers, business partners or affiliates, as the case may be. Accordingly, the Customer agrees that:
16.3.1 the Customer will, at all times during both the duration of any contract negotiations and the term of its contemplated contractual relationship with ROCKWOOL, hold in strictest confidence any and all confidential information, meaning that:
a. the Customer will not , at any time, disclose any confidential information to any other person, firm, or corporation without written authorization of ROCKWOOL.
b. the Customer will not use confidential Information for any purpose other than that required by their contemplated contractual relationship with ROCKWOOL and for the benefit of ROCKWOOL; and
c. the Customer will not, at anytime, or in any way, take or reproduce Confidential information unless required by said contemplated contractual relationship.
Article 17 Miscellaneous
17.1 ROCKWOOL has the right to engage one or more third parties at its own discretion to fulfil its obligations under these T&Cs.
17.2 ROCKWOOL shall have the right to assign this Agreement, without the Customer’s consent, to any subsidiary or affiliated party or a third party.
Article 18 Severability
If any term or provision in this agreement shall, to any extent, be held invalid, void or unenforceable, the remainder of this Agreement shall not be affected