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.