GENERAL CONDITIONS OF PURCHASE OF KINGSPAN INSULATION
Version 06.11.2025
These General Conditions of Purchase (“Conditions”) shall apply to all deliveries of materials (“Materials”) made to the buyer indicated on the purchase order (“the Buyer”).
The Conditions shall take precedence over the Supplier’s (“Supplier”) conditions of sale and delivery to the extent any such exists. This shall apply regardless of whether such conditions are referred to, for instance, in offers and order confirmations. This also applies in the event that the Supplier’s conditions of delivery have not been expressly rejected by the Buyer. Receipt of the Materials shall not be construed as a tacit acceptance by the Buyer of the Supplier’s conditions.
Regardless of any references in purchase orders, advice of payment, or other documents as exchanged between the Supplier and the Buyer, the most current version of the Conditions, shall apply to a respective sale or delivery.
1 Purchase orders and order confirmations
1.1 All purchase orders placed by the Buyer, shall be confirmed in writing by the Supplier. If, however, the Supplier has not rejected a purchase order within two (2) working days after receipt, the purchase order in question shall automatically be deemed accepted.
1.2 In the event of discrepancy between a purchase order from the Buyer and the Supplier’s respective order confirmation, the purchase order from the Buyer in question shall take precedence. The fact that the Buyer has not reacted to a discrepancy in the Supplier’s order confirmation shall not imply otherwise.
2 Delivery and acceptance
2.1 Unless otherwise explicitly agreed, all deliveries shall be made DAP, according to INCOTERMS 2020, to the location as specified in the purchase order. Buyer shall not be obligated to accept partial deliveries.
2.2 Delivery will be made no later than the date as specified in the purchase order. If no time of delivery is agreed, Supplier must contact the Buyer in order for the parties to agree on a delivery date.
2.3 Title to the Materials shall pass to the Buyer on delivery to the location specified in the purchase order or as otherwise agreed without prejudice to any right of rejection or other right which may accrue or have accrued to the Buyer under these Conditions or otherwise.
2.4 If the Supplier postpones delivery at the Buyer's request, title to the Materials shall nevertheless pass to the Buyer on the date when, but for such postponement, the Materials would have been delivered.
2.5 Materials shall be considered delivered and accepted upon the Buyer’s confirmation that the certificate of analysis accompanying each delivery conform with the agreed material specification. In the event that the Materials do not meet the acceptance criteria, the Buyer shall notify the Seller in writing, specifying the reasons for non-acceptance. The Buyer reserves the right to reject the materials which do not meet the acceptance criteria.
3 Price and payment
3.1 The price as specified in the purchase order, and the corresponding order confirmation, shall be the full payment which the Buyer is obliged to pay to the Supplier for the Materials in question, and shall include all costs connected with production and delivery, including fees, direct or indirect taxes, transport insurance, etc.
3.2 For the avoidance of doubt, the Supplier shall not be entitled to adjust the price after a purchase order has been confirmed.
3.3 Unless otherwise explicitly agreed, the terms of payment shall be current month + sixty (60) days from the Buyer’s invoice receipt date. All payments shall be deemed timely paid, when the payment in question is made from the Buyer’s bank within said period, however since the Buyer only executes payments once a week, the payment in question will be executed within the week following the expiry of the payment term in question.
3.4 In case of defective deliveries, the Buyer shall be entitled to withhold all payments to the Supplier, regardless the grounds for such payments, until such defect Product(s) have been replaced or repaired.
3.5 The Buyer, without waiver or limitation of any rights or remedies of the Buyer, shall be entitled to set off against the price of the confirmed purchase order any amounts due from the Supplier to the Buyer whether under the confirmed purchase order or otherwise.
4 Warranties
4.1 The Supplier warrants that the Materials are free from defects according to the agreed and mutually signed specifications, hereunder the specifications as referred to in a purchase order or corresponding order confirmation. In the event that the specifications has yet to be mutually signed prior to the Buyer placing the purchase order, the Materials shall fully conform to the specifications confirmed by the Buyer as acceptable.
4.2 The Supplier warrants that the Materials will comply with the agreed specifications for a period of sixty (60) months from the Buyer’s acceptance in accordance with article 2.5
4.3 Additionally the Supplier represents and warrants to the Buyer that any Materials or any use of the Materials does not violate any intellectual property rights belonging to third parties, and that the Supplier owns or has the necessary rights, including intellectual property rights, to perform its obligations under these Conditions.
4.4 If the Supplier breaches any of the representations and warranties as specified above in clause 4.1-4.3, the Supplier shall keep the Buyer fully indemnified and shall ensure that the Buyer in all matters are put in the same situation as if the confirmed purchase order had been fulfilled in accordance with its content. In addition, the Supplier will repair, replace or reinstate at the Buyer's option, any defective item or items free of charge.
4.5 Without the prior written consent of the Buyer, the Supplier is not entitled to make any changes to the processes involved in the production of the Materials, or to the Materials themselves, if such changes affect the Materials’ specifications, the performance or spare parts handling, or any mechanical or electrical change regardless of the possible effect on compatibility at the Buyer’s production line and the Buyer’s Materials.
4.6 The Supplier is notified that the Buyer resells and/or incorporates the Materials into goods that the Buyer delivers to its customers. The Supplier thus accepts that the Materials may not be inspected before the Materials are used in the production of the Buyer or when the goods of the Buyer have been delivered to its customer.
In the event that a certificate is issued by the Supplier on the quantity or quality of the Materials, the Supplier accepts that the Buyer does not inspect the correctness of such certificate in connection with delivery.
5 Delays
5.1 In the event that a delivery is delayed, or in the event that the Supplier anticipates that it will be unable to deliver the Materials on the agreed date of delivery, the Supplier must immediately inform the Buyer, stating the reason for the delay. Such notification does not relieve the Supplier from its obligation to deliver on time or from remedies for late delivery.
5.2 If the Supplier does not deliver the Materials on the agreed date, the Buyer shall at its choice, be entitled to terminate the delivery according to the confirmed purchase order, in whole or in part, with immediate effect. If delivery has not been made within eight (8) calendar days from written demand from the Buyer, the breach shall be considered material and the Buyer shall be entitled, but not obliged, to terminate all outstanding purchase orders, already confirmed by the Supplier.
5.3 In addition to the Buyer’s other remedies for breach of contract, according to law, or according to these Conditions, if a delivery is delayed or defect, the Buyer shall be entitled to receive payment of liquidated damages with effect from the agreed date of delivery and until non-defective delivery is effected, alternatively until the delivery according to the confirmed purchase order is terminated.
5.4 The liquidated damages shall be payable at a rate of one (1) per cent of the purchase price for the delayed/defective Materials per commenced week of delay. The liquidated damages shall be payable upon written demand made to the Supplier, or the Buyer shall be entitled to set off incurred liquidated damages against the purchase price for the delayed/defective Materials in question. The liquidated damages shall maximum be an amount equal to ten (10) per cent of the purchase price for the delayed Materials.
5.5 The Supplier’s obligation to deliver the Materials, and the Buyer’s right to claim compensation for expenses in connection with the delayed or defect delivery from the Supplier will not be effected in any way whatsoever by payment of liquidated damages according to this clause 5.
6 Product liability
6.1 The Supplier carries the full product liability for Materials delivered to the Buyer, regardless of whether the product liability in question is wholly or only partly attributable to Materials delivered by the Supplier.
6.2 If the Buyer incurs liability towards any third party for any damage as described in the preceding clause 4, the Supplier shall fully indemnify and hold the Buyer harmless.
6.3 Following the receipt of all claim documentation issued by the Buyer in relation to a requirement for cost compensation, the Supplier shall revert to the Buyer with a confirmation of cost coverage as fast as reasonably possible, however not later than twenty (20) business days.
6.4 The Supplier warrants that it has taken out appropriate insurance covering the liability according to this clause 6. The insurance policy shall also cover component damages. The Supplier shall upon request from the Buyer, forward a copy of the insurance policy to the Buyer. The Supplier shall inform the Buyer of any damage or event that has been notified to the insurance company under the insurance policy.
7 Intelectual property rights
7.1 All intellectual property rights, whether registered or not, belonging to either the Supplier or the Buyer prior to any delivery of Materials under these Conditions, or developed independently by either of the Parties without reference to the cooperation or the information shared between the Parties, shall be and remain with said Party during and after delivery under these Conditions.
7.2 Any discoveries, inventions, improvements, processes, designs, drawings, documentation and other materials (“Items”) produced by, for or on behalf of the Supplier solely for the purposes of the Supplier’s delivery of Materials to the Buyer, shall be the exclusive property of the Buyer. Furthermore, the Supplier shall treat (and shall ensure that all Suppliers employees, agents and subcontractors treat) all such Items as confidential information of the Buyer. Any and all intellectual property rights, including copyright, in all such Items shall be owned exclusively by the Buyer and the Supplier will provide the Buyer with all information, documentation and materials, which the Buyer may reasonably request for the purpose of allowing the Buyer to fully protect and exercise its proprietary rights in those Items.
8 Confidentiality
8.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 8.3. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
8.2 Confidential information shall for the avoidance of doubt include all drawings, technical documents or other technical information relating to the Materials, the production hereof and/or the Buyer, submitted by the Buyer to the Supplier, prior or subsequent to a purchase order. Such information or material shall remain the property of the Buyer and may not, without the written consent of the Buyer, otherwise be used for any other purpose than for which they were provided, including be copied, reproduced, transmitted or communicated to a third party.
8.3 Each Party may disclose the other party's confidential information to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the agreement. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party's confidential information comply with this clause 8.3.
8.4 No party shall use any other party's confidential information for any purpose other than to perform its respective obligations under the confirmed purchase order.
8.5 The restrictions set out in this Clause 8 shall not apply to confidential information that the recipient is clearly able to demonstrate by documentary evidence:
a) that at the time of disclosure is, or thereafter becomes through no fault of the recipient, public knowledge;
b) that after disclosure, is lawfully received by the recipient from a third party without obligations of confidentiality, who has the right to disclose such information to the recipient;
c) is required to be disclosed by law or court order;
d) was obtained by the recipient as a result of wholly independent work which the recipient can reasonably demonstrate was not based on the confidential information.
8.6 The brand or name of the Buyer or its customers or projects may not be used for sales promotion or for marketing purposes without prior written permission from the Buyer.
9 Rules and requirements
9.1 The Supplier shall assure, and at all times be responsible for, the Materials compliance with applicable legislation, including all European orders, regulations and directives, issued by the legislative assembly of the European Union, as well as any national requirements imposed by the national implementation of said directives.
9.2 The Supplier shall comply with all applicable environmental legislation, and is furthermore expected to committing to optimization of energy-efficiency, mitigation of greenhouse gas emissions, continuous improvement of environmental performance, the use of alternative renewable resources and embedding circular economic principles into the operations as well as every link of the supply chain.
9.3 Upon request from the Buyer, the Supplier is obliged to provide the Buyer with documentation regarding its compliance with clause 9.1-9.2, hereunder but not limited to, reports which demonstrate the origin of tin, tantalum, tungsten and gold.
9.4 The Supplier agrees to comply with the Kingspan Group Supplier Code of Conduct, in its most current version, as available on: https://www.kingspangroup.com/en/about/policies/
9.5 The Supplier acknowledges that the Buyer operates an ethical purchasing policy (the “Ethical Purchasing Policy”), covering areas such as labour, safety and the environment. Furthermore, the Supplier acknowledges that the Kingspan Group Supplier Code of Conduct shall apply to all deliveries of Materials made to the Buyer.
9.6 The Buyer expects the Supplier to maintain a consistently high standard of integrity in all their business relationships with the Buyer and to foster the highest possible standards of professional competence in all their activities. To this end, in supplying Materials and/or services to the Buyer, the Supplier agrees that it shall not take any action, which violates the Ethical Purchasing Policy, Kingspan Group Supplier Code of Conduct or Kingspan Group Code of Conduct. Further, no Buyer employee or officer is authorised to propose to the Supplier or approve conduct inconsistent with the Ethical Purchasing Policy, Kingspan Group Supplier Code of Conduct or Kingspan Group Code of Conduct.
9.7 The Buyer shall have the right to terminate its business relationship and any associated agreements with the Supplier if the Supplier is (or the Buyer reasonably believes that the Supplier is) in material breach of the Ethical Purchasing Policy, Kingspan Group Supplier Code of Conduct or Kingspan Group Code of Conduct and the Supplier fails to remedy such breach, after written notification by the Buyer of such breach, within the cure period specified by the Buyer for such remedy. In determining the length of the cure period the Buyer shall act reasonably, having regard to the severity and nature of the breach.
9.8 Additionally, the Supplier agrees to comply with any other policy as reasonably set forth by the Buyer, hereunder the Buyer’s “Anti Bribery & Corruption Policy”, “Group Competition Compliance Policy” and “Global Sanctions Compliance Policy”. The Buyer will ensure to inform the Supplier about any such additional policies, which will apply thirty (30) calendar days after such notification.
9.9 The Buyer will monitor the operations of the Supplier, to the extent permissible under applicable legislation, to assess and ensure its compliance with the Kingspan Code of Conduct. Our monitoring program consists of on-site inspections (or audits) and periodic self-evaluations by the Supplier of the Supplier’s premises and those of the Supplier’s subcontractors.
The Supplier shall at any time freely submit to announced and unannounced audits. The Supplier is required to provide physical access to any auditor from the Buyer or assigned by the Buyer. This obligation entails unhindered access to all facilities, records, and where provided by the Supplier, housing, as well as employees for confidential interviews. The frequency and intensity of audits will depend on - and shall be appropriate to - the scale and intensity of the Supplier’s operations.
10 Force majeure
10.1 Either party shall be entitled to suspend performance of its obligations under a confirmed purchase order to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: fire, war (whether declared or not), military mobilization, insurrection, requisition, seizure, embargo, epidemics, restrictions in the use of power, any industrial dispute and any defects or delays in deliveries by sub-contractor caused by any such circumstances referred to in this clause and any other circumstances that are beyond the parties' control and which affect the parties' possibilities to fulfil the confirmed purchase order (hereinafter "Force Majeure").The freedom from responsibility will last as long as Force Majeure lasts.
10.2 Any circumstance referred to in this clause whether occurring prior to or after the confirmation of a purchase order shall give a right to suspension only if its effect on the performance of the confirmed purchase order could not be foreseen at the time of the confirmation of the purchase order in question.
10.3 A party claiming to be affected by Force Majeure shall forthwith notify the other party in writing on the intervention and on the cessation of any such circumstance.
10.4 Regardless of what might otherwise follow from these Conditions, either party shall be entitled to terminate delivery according to the confirmed purchase order, by notice in writing to the other party if performance has been suspended for more than eight (8) weeks.
11 Law and venue
11.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
11.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.