General Terms and Conditions of Sale

1.1 These General Terms and Conditions of Sale apply to every quotation, proforma invoice (PI) and sales contract for goods sold under the Stenvak name, and to every delivery made under them. The Seller is the company named as seller on that document, trading as Stenvak, the authorized international distributor of Taishi® Rock Wool. The Buyer is the company named as buyer.

1.2 Where a PI or sales contract signed or accepted in writing by both parties contains a term that differs from these terms, that term prevails for that order. On every other point these terms apply.

1.3 The Buyer's own purchase conditions, including any printed on or referred to in its purchase orders, do not apply, even if the Seller does not object to them or ships against the order, unless the Seller accepts them in writing.

1.4 The goods are sold for professional and commercial use only.

2.1 Quotations, price lists, catalogues and the content of this website are invitations to negotiate, not binding offers. Each quotation states a validity date and lapses on that date unless the Seller extends it in writing.

2.2 A contract is formed only when the Buyer has accepted the Seller's PI or sales contract in writing, by signature or by email, and the Seller has received the deposit or an L/C that conforms to the agreed terms. Until both have happened, the Seller may revise or withdraw any quotation or PI.

2.3 Statements made orally, or by anyone acting for the Seller, bind the Seller only when the Seller confirms them in writing.

2.4 The Seller may correct clerical, arithmetic and typing errors in any quotation, PI or invoice.

3.1 Prices are in the currency and under the Incoterms® 2020 rule stated in the quotation or PI. The standard term is FOB Qingdao, and CIF or CFR to the Buyer's port is quoted on request.

3.2 Unless the PI states otherwise, prices exclude import duties, taxes, customs clearance and all charges at the destination, which are for the Buyer's account.

3.3 Under CIF or CFR, the freight in the price is tied to the sailing named in the quotation. It is fixed when the booking is confirmed, and freight for a later sailing is checked again and may change.

3.4 Once a contract is formed the price is fixed. The Seller may adjust it only where the Buyer changes the specification, quantity, packing or shipment date, or where export duties, taxes or other government charges on the goods are introduced or increased after the contract was formed.

4.1 Unless the PI states otherwise, payment is a 30% T/T deposit when the order is confirmed and the 70% T/T balance against a copy of the bill of lading. An irrevocable L/C at sight is also accepted. The PI states the method that applies.

4.2 An L/C must be issued by a bank acceptable to the Seller and must match the PI. Charges for any amendment the Buyer requests, or that is needed because the L/C does not match the PI, are for the Buyer's account.

4.3 Payments must reach the Seller's account in full and in the invoiced currency. All bank charges outside China are for the Buyer's account. A payment counts as made only when the funds are credited to the Seller's account.

4.4 If any payment is late, the Seller may, without liability and without losing its other rights, suspend production or shipment of that order and of any other order from the Buyer, withhold the shipping documents, and charge storage and handling for goods it holds. If the Buyer has still not paid at the end of a reasonable period set in a written notice, the Seller may cancel the order, resell the goods and keep the deposit against its losses, and the Buyer remains liable for any loss the deposit does not cover.

4.5 The Buyer must pay every amount in full, without set-off, counterclaim, deduction or withholding of any kind, including on account of a claim under section 8.

5.1 Production starts once the contract is formed. Standard products are usually produced within 3–5 days of receipt of the deposit, or of a conforming L/C, and the sailing is booked once production is complete. Production time for a custom specification is confirmed in the quotation.

5.2 Production, shipment and arrival dates are estimates. The Seller makes reasonable efforts to meet them and is not liable for delays caused by carriers, vessel schedules, port congestion, customs or other authorities, or other events outside its control.

5.3 Partial shipments and transhipment are allowed unless the PI or sales contract states otherwise. Each partial shipment may be invoiced and paid for separately.

5.4 Delivery and the passing of risk follow the Incoterms® 2020 rule named in the contract. Under FOB, the Buyer books the ocean freight and the insurance, and risk passes to the Buyer once the goods are on board the vessel at the port of loading. Under CFR and CIF, risk also passes once the goods are on board at the port of loading, while the Seller pays the freight to the named port. Under CIF, the Seller insures the cargo on Institute Cargo Clauses (A) for 110% of the CIF value. After risk has passed, claims for loss of or damage to the goods are for the Buyer to make against the carrier or the insurer.

5.5 Ownership of the goods passes to the Buyer only when the Seller has received payment in full. Until then the Seller may hold the original bills of lading and other documents of title.

6.1 The Buyer is responsible for import licenses and permits, customs clearance, import duties and taxes, and any marking, labeling, testing or certification the destination country requires beyond the documents stated in the PI.

6.2 The Buyer is responsible for choosing goods suited to its intended application, and for making sure that the goods and their use comply with the building codes, fire regulations and other rules at the project site. The Seller's technical information and advice are given in good faith to help that choice and do not transfer this responsibility to the Seller.

6.3 The Buyer must give complete and correct shipping and document instructions in time, including the consignee and notify party, any L/C requirements and, under FOB, the vessel nomination. Costs caused by late or incorrect instructions are for the Buyer's account.

6.4 After delivery, the Buyer must store the goods dry, under cover and off the ground, and handle and install them according to the manufacturer's instructions and good building practice.

7.1 At the time of shipment, the goods conform to the product and grade stated in the PI or sales contract and to the values the manufacturer declares for them, within the tolerances of the applicable product standard.

7.2 Variations within those tolerances, and variations in color, surface texture or appearance that do not reduce the declared performance, are not defects.

7.3 A test report records one laboratory's results on the batch it tested. Test reports support the declared values but do not warrant that every delivery will give the same results.

7.4 The manufacturer may change raw materials, production processes or product design, provided the declared performance of the grade ordered is not reduced.

7.5 Where goods are sold by the container, the quantity a container holds depends on the density, thickness and the factory's loading plan, and is confirmed when the order is confirmed. The packing list states the quantity shipped.

8.1 Third-party inspection by SGS, Intertek or a buyer-nominated agency can be arranged, at the Buyer's cost. The Buyer must request it when confirming the order. The inspection takes place at the factory or the port of loading before the goods are loaded, and its report on quality and quantity binds both parties, except for defects a reasonable inspection could not have revealed.

8.2 Visible transit damage or shortage must be noted on the carrier's delivery documents and notified to the Seller in writing within 7 days of the goods' arrival at the destination port. The Buyer must also preserve its rights against the carrier and the insurer.

8.3 Any other claim that the goods do not conform must be notified in writing within 30 days of the goods' arrival at the destination port, with photographs, the batch labels of the affected packs and a survey report from an independent surveyor. The Buyer must keep the affected goods available, unused and properly stored, for inspection by the Seller or its nominee.

8.4 A claim not notified in this way and within these periods is waived, and the goods are treated as accepted. No claim is accepted for goods that have been installed, cut or otherwise altered, or that were stored or handled contrary to section 6.

8.5 A claim does not entitle the Buyer to withhold, delay or reduce any payment.

8.6 If the Seller accepts a claim, it will, at its option, replace or repair the affected goods, or credit or refund their price. This is the Buyer's only remedy for goods that do not conform.

9.1 The Seller warrants that at the time of shipment the goods conform to the specification described in section 7.

9.2 No other warranty or condition is given, express or implied, including any warranty of merchantability, satisfactory quality or fitness for a particular purpose, to the extent the governing law allows. Product descriptions on this website, in brochures or in technical advice are not warranties and form part of the contract only if the PI or sales contract includes them.

9.3 The warranty does not cover damage or loss of performance caused by transport after risk has passed, improper storage, handling, installation or use, exposure to water, or conditions outside the product's declared range.

10.1 The Seller is not liable for any indirect or consequential loss, loss of profit, revenue, contracts or goodwill, business interruption, demurrage or detention charges, or the cost of installing, removing or reinstalling goods, however caused.

10.2 The Seller's total liability arising out of or in connection with an order, whether in contract, tort or otherwise, is limited to the price of the goods giving rise to the claim.

10.3 Nothing in these terms excludes or limits any liability that cannot be excluded or limited under the governing law, including liability for personal injury and for property damage caused intentionally or by gross negligence.

11.1 After a contract is formed, the Buyer may change or cancel an order only with the Seller's written consent. The Seller may make its consent subject to changes in price or schedule and to the Buyer paying the costs already incurred.

11.2 If the Buyer cancels after production has started or materials have been procured for the order, the deposit is non-refundable.

11.3 Orders for custom specifications, including non-standard dimensions, densities, thicknesses, facings or packing, cannot be cancelled once the contract is formed.

11.4 If shipment is delayed at the Buyer's request or for a reason on the Buyer's side, the Seller stores the finished goods free of charge for 14 days from the date they are ready. After that, storage, handling and insurance are at the Buyer's cost and risk, and the balance of the price becomes due as if the goods had been shipped.

12.1 The Seller is not liable for any failure or delay in performance caused by an event beyond its reasonable control, including natural disasters, extreme weather, fire, flood, epidemics and public-health measures, war, terrorism, civil unrest, strikes, government action, sanctions, export restrictions or licensing requirements, power rationing, shortages of raw materials, energy or transport, shipping disruption, port closures or congestion, and any such event affecting the manufacturer, a supplier or a carrier.

12.2 The Seller will notify the Buyer of the event within a reasonable time, and the time for performance is extended by the period of the delay.

12.3 If the event continues for more than 60 days, the Seller may cancel the affected part of the order by written notice without liability. It then refunds the payments received for goods not delivered, less the costs it has already incurred for them.

12.4 Force majeure does not excuse the Buyer's obligation to pay for goods delivered or ready for delivery.

13.1 The Buyer warrants that neither it, its owners and directors, nor the end users of the goods are subject to sanctions under the laws that apply to the Seller, the Buyer or the transaction, and that it will not sell, export or re-export the goods to any person or destination under an embargo or sanctions under those laws.

13.2 The Buyer will provide end-use and end-user information on request.

13.3 The Seller may suspend or cancel any order without liability if performing it would breach sanctions, export-control or anti-money-laundering laws, or expose the Seller, its banks or its suppliers to such measures, or if a bank refuses to process a payment for these reasons.

14.1 Samples show the general type and quality of the goods. They do not guarantee that bulk deliveries will match them in every respect, and no sale is a sale by sample unless the PI or sales contract says so.

14.2 Datasheets, certificates, Declarations of Performance and test reports are supplied for the Buyer's use on the project they were requested for, including its approval and customs files. The Buyer must not alter them or present them as covering products, grades or uses outside their stated scope. Copyright and trademark rights in these documents stay with their owners.

15.1 These terms and every contract made under them are governed by the laws of the People's Republic of China. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

15.2 Disputes shall first be resolved by good-faith negotiation. If a dispute is not resolved within 60 days, it shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) in Beijing for arbitration under its rules in force at the time. The award is final and binding on both parties. Arbitration may be conducted in English upon request.

15.3 These terms are written in English. Any translation is for convenience only, and the English text prevails.

16.1 Notices under a contract must be in writing. Email to the address the other party uses for the order counts as writing.

16.2 If any provision is held invalid or unenforceable, the rest of these terms stays in force, and the provision is replaced by a valid one that comes closest to its purpose.

16.3 A failure or delay by the Seller in exercising a right is not a waiver of that right.

16.4 The PI or sales contract and these terms form the entire agreement for the order and replace earlier negotiations and statements about it.

16.5 The Seller may assign or subcontract its rights and obligations under a contract, in whole or in part. The Buyer may not assign its rights or obligations without the Seller's written consent.

16.6 The Seller may update these terms. The version published on the date of the PI or sales contract applies to that order.