General Terms & Conditions of Sale
Opći uvjeti isporuke i prodaje
1. GENERAL PROVISIONS
1.1 In these general conditions of sale: "Seller" refers to ROCKWOOL Adriatic d.o.o., (hereinafter also only ROCKWOOL), refers to the seller mentioned in the offer, in the quote, in the confirmation order, agreement or similar; "Agreement" or "Contract" includes the offer, the quote, the price list, the purchase order, the order confirmation and these general conditions of sale; "Goods" refers to the products offered by ROCKWOOL which form the subject of the individual sales contracts "Services" refers to the services that are provided by ROCKWOOL; "Customer" or "Buyer" refers to a natural or legal person who places a purchase order in favour of the Seller or enters into an Agreement with ROCKWOOL; "Recipient" refers to the Customer or the subject who receives the goods covered by the Agreement; "Parties" are the Customer and the Seller; "Price list" refers to the periodic lists published by the Seller and containing the prices of standard Goods. 1.2 These general conditions fully apply to every sales contract stipulated by ROCKWOOL Adriatic d.o.o. and form an integral part of it. 1.3 Any purchase of goods and / or services from ROCKWOOL Adriatic d.o.o. implies acceptance of these general conditions of sale by the Buyer, unless the parties have expressly waived them in writing. 1.4 The data, affirmations and declarations that can be read in the catalogues, prospectuses or other printed material or deriving from ROCKWOOL Adriatic d.o.o. or from whom for it, cannot be considered as general terms & conditions of sale. 1.5 These general conditions of sale replace any term or conditions that may be contained in the Customer's purchase orders or in other documentation. 1.6 These general conditions of sale are published on the website and on the Seller's price lists and are understood as fully read and accepted by the Customer with the placing of the purchase order.
2. PRICES
2.1 The prices charged by ROCKWOOL Adriatic d.o.o. are subject to changes according to changes in tax and transport charges, which occurred between the date of the order and that of payment. 2.2 Any variation of these factors subsequent to the order date will entitle the Seller to modify the agreed price in proportion to this increase. 2.3The Seller also reserves the right to adjust the sale prices after the conclusion of the contract in the event of an increase in the purchase prices of raw materials or changes in exchange rates. The adjustment will be applied despite the order confirmations previously sent by the Seller. The change, in the event of a price change, will apply to all orders to be delivered subsequent to the price change. The Buyer, within 48 hours of receiving the communication of the price change, will have the right to cancel the confirmed order in writing, otherwise the price change will be considered accepted. 2.4 The prices of the products do not include VAT, which must be paid in accordance with the specific provisions indicated on the invoice. 2.5 The indicated prices include transport to the customer's home or to the place of delivery indicated by the customer. 2.6 The standard packaging indicated in the official price lists of ROCKWOOL Adriatic d.o.o. are included in the prices.
3. DELIVERY – UNFORESEEABLE CIRCUMSTANCES OR CASE OF FORCE MAJEURE
3.1 ROCKWOOL Adriatic d.o.o. reserves the right to make distributed deliveries of the goods ordered. 3.2 The delivery terms indicated by ROCKWOOL Adriatic d.o.o. they are not exhaustive and binding but only indicative. 3.3 The Seller is not bound by his contractual obligations in the presence of fortuitous cases and force majeure as expressed in the ICC 2003 force majeure clauses; by way of example but not limited to: floods, fires, general and partial strikes. They are also considered to be force majeure clauses: cyber terrorism or other types of cyber-attacks, cyber security incidents, involuntary corruption or loss of data or similar events. The Customer is required to accept the quantities ready for delivery at the time the event occurs. Seller can, at his full discretion, after the unforeseeable circumstances or an act of God cease to exist, terminate the sale contract with the Buyer, if the unforeseeable circumstances and an act of God occurred before the entire delivery of goods. If the unforeseeable circumstances or an act of occurred before the entire delivery of goods. If the unforeseeable circumstances or an act of God have occurred before the delivery of goods, by terminating the sale contract it will be deemed that the sales contract has never been entered into. If the unforeseeable circumstances or an act of God occurred after delivery of goods, the Buyer will be obliged to make payments of the price. Unforeseeable circumstances or an act of God does not free the Buyer of its obligation to make the payment in case the Seller has fulfilled its obligation to deliver goods to the Buyer. In case of the partial delivery of goods, the Seller will be able to choose if he wants to deliver remaining goods to the Buyer or to terminate the sale contract in that part.
4. TRANSPORT
4.1 The transport of goods is entrusted to a carrier chosen by the Seller. 4.2 Unless otherwise agreed in writing between the Parties, the delivery of the Goods is carried out according to the DAP to the Customer's address or other place of delivery previously indicated by the Buyer and agreed between the Parties. This formula, like any other otherwise agreed in writing between the Parties, will be governed by the INCOTERMS CCI referred to in the current pro tempore edition. 4.3 The signing of the delivery document by the Recipient to the carrier implies recognition that the Goods consignment has been delivered in its entirety and in perfect condition. 4.4 In case of delivery of the Goods at construction sites, the Buyer must ensure that the good reception of the goods is ensured and that the means of transport can reach the place of unloading safely and without risk and start again as soon as possible; the costs of vehicle downtime and any other inherent and consequent burden are borne by the Buyer.
5. GUARANTEE
5.1 In the event of non-compliant delivery, any complaint regarding the quality and quantity of the materials sold must be sent in writing. Upon delivery, the customer is required to check the contents of the shipment and, in the event of anomalies, he will immediately contact the seller. Complaints that reach the seller after 8 calendar days of delivery will not be accepted. Failure to comply with the above implies acceptance by the buyer of the quality and quantity delivered. 5.2 In the event of a hidden defect, the Seller's warranty is limited to the replacement of defective products, excluding compensation for any other damage. In order to benefit from the aforementioned guarantee, the buyer must inform the seller within 8 calendar days and in writing allowing him to carry out the necessary checks. 5.3. The guarantee of ROCKWOOL Adriatic d.o.o. in no case does it extend to products made by manufacturing the Goods, or mixed or combined with ROCKWOOL Goods. In this case only the respective suppliers can be called to answer for the materials of their production. If the Goods are to be assembled with, connected to or in any case connected to third party components and / or incorporated into products marketed by the Customer and / or third parties (final products), it will be the Customer's sole responsibility to verify the functionality and compatibility of the products themselves with said components and / or final products. The ROCKWOOL guarantee refers exclusively to the Goods covered by the Agreement and does not extend. 5.4 All data and information relating to the Goods are provided for indicative purposes only. Booklets, drawings, sketches and other information are provided to illustrate the technique of use of our materials; in no case can they be considered useful for the implementation of these materials and imply no responsibility on our part. For the measures, colours and weights of some materials subject to variations inherent in their nature or their manufacture, the tolerances of use apply; the samples supplied must be considered as standard samples. The exact conformity of the goods supplied to the samples cannot be guaranteed. 5.5 The catalogues, price lists and indications indicated therein are not binding on the seller. The Seller assumes no responsibility for errors or omissions contained in its price lists or in its promotional material. The drawings and technical documents exchanged between the buyer and the seller remain their respective and exclusive property and cannot be used, reproduced or delivered to third parties without the owner's authorization.
6. PAYMENTS
6.1 The Seller and the Buyer shall agree on the terms of payment exclusively in writing. Any payment due to ROCKWOOL Adriatic d.o.o. shall be made to the Seller bank. 6.2 For each day of delay with respect to the agreed payment deadline, default interest will be counted without the need for formal notice. Save any other reason of ROCKWOOL Adriatic d.o.o. towards the defaulting buyer.
7. LIMITATION OF RESPONSIBILITY
7.1 Given the indicative nature of the delivery terms, ROCKWOOL will in no case be held liable for damages, even indirect, that may arise to the Buyer from delays in delivery. 7.2 a) ROCKWOOL will in no case be liable for any loss of profit, loss of production, of contracts, for damages deriving from costs relating to inactive waiting of the Purchaser or for production stops, for any penalties or damages requested by third parties connected directly or indirectly to the contract; for punitive, further, incidental, indirect or consequential losses or damages; b) ROCKWOOL will be liable for direct damages, without prejudice to the foregoing point a), solely and exclusively attributable to its intent or gross negligence and caused to the Purchaser during the execution of the contract, in any case within the maximum limit of its value favor of the same Customer or in the case of a single sale made with multiple deliveries, the value is exclusively that determined in the single order confirmation to which the delayed delivery refers.
8. RESERVATION OF OWNERSHIP
The Seller shall retain the title to the delivered goods until the Buyer pays the price under the contract in full. The documents (debentures, drafts or transfers of bills of exchange) issued, accepted or endorsed for the purposes of guaranteeing payment under certain contracts, shall always be considered as issued “with recourse i.e. with reservation of title”. Should the Buyer issue a bill of exchange or some other instrument to guarantee payment, directly or by endorsement of the guarantee instruments issued by third parties, in the amount which partially or fully covers the product price, the provision on the reservation of title shall remain in effect even if such a bill of exchange, or any other guarantee instrument, has been fully or partially renewed. In the above mentioned case it shall be deemed that the contracting parties have not closed the previous obligation, for which reason the provision on the reservation of title shall remain in effect in full as long as such a debt, or any other claim, is not paid in full, or renewed.
9. ACCEPTANCE OF ORDERS
9.1 Orders must be sent in writing with all the information necessary for their completion. 9.2 Orders are considered accepted by ROCKWOOL Adriatic d.o.o. only after sending the official order confirmation or a written communication from the Seller's commercial office. 9.3 If there are no disputes from the Buyer within 24 hours after receipt of the order confirmation, the same is considered totally accepted. 9.4 Once the term referred to in point 9.3 has elapsed, orders cannot be revoked and / or modified and / or reduced by the Buyer without the written consent of the Seller. Otherwise, the Buyer will have to reimburse the Seller for all the costs resulting from these requests / modifications, without prejudice to the provisions of the following paragraph. 9.5 In the event that the Customer revokes the order after the term referred to in point 9.3, or does not intend to withdraw it within the terms agreed in the Agreement, the Seller will have the right to withhold any part of the price already paid by the Customer, without prejudice to compensation for any further damage as specified in the current price list.
10. INTELLECTUAL PROPERTY
The design, trademark, author, patent, name and domain rights relating to the goods supplied are the exclusive property of the Seller. ROCKWOOL is also the exclusive owner of everything it develops in relation to packaging, source code, preparatory material or denomination.
11. EXPORT – CONTROL & SANCTIONS
ROCKWOOL operates in accordance with current EU, US, UN and national export control regulations that prohibit the sale of certain products and services to certain countries and individual companies and persons. In the event that the Customer exports Goods and Services, the Customer must comply with the applicable export control rules and sanctions.
12. ROCKWOOL CODE OF CONDUCT
ROCKWOOL adopts a code of conduct that establishes a high level of integrity for ROCKWOOL. ROCKWOOL has joined the United Nations Global Compact initiative by committing the Group to meet fundamental responsibilities in the areas of human rights, work, the environment and anti-corruption. ROCKWOOL expects the customer to share the same principles. ROCKWOOL applies a program for "whistle-blowers" which allows third parties to report serious and sensitive concerns about violations of corporate ethics. More information on the code of conduct can be found on the website: www.rockwoolgroup.com.
13. DATA PROTECTION
The data will be processed in accordance with the provisions of Croatian Law and the European privacy regulation (GDPR EU Regulation 2016/679).
14. COMPETENT COURT & LAW APPLICABLE
These general conditions of sale are governed by Croatian law. For any controversy deriving from the Contract, or connected to it, the Commercial Court of Pazin, Republic of Croatia will be exclusively competent.
15. FINAL DISPOSITION
15.1 ROCKWOOL has the right to commit one or more third parties at its discretion to fulfil its obligations under these general conditions of sale. ROCKWOOL has the right to assign the Agreement, without the consent of the Customer, to any subsidiary, affiliate or third party. 15.2 The possible nullity and / or ineffectiveness of one or more provisions of the general conditions of sale does not affect the validity of the remaining provisions of these general conditions of sale.