15
02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB) ARTICLE 1 ORDINARY GENERAL VOTES Each year, two months prior to the General Assembly, the Secretary General will poll the members of the Board and all Members of the Association concerning matters that should be on the annual ballot. Prior to sending the Agenda and ballot paper for the General Vote, the Secretary General will ensure that the number of Members of the Association has not changed by more than 10 % in the 5 weeks prior to the date of the General Vote. In the event of such an increase, all dates will be extended by one month. The Secretary General will report the results of all General Votes to all Members of the Association within 30 days of the date for the closing of voting as set in the agenda. Also during the year, the Board has the right to have any question within the competence of the General Assembly submitted by correspondence (by e-mail, fax or letter) to the vote of the Members. Such decisions shall be as valid as those taken by a formal General Assembly. ARTICLE 2 EXTRAORDINARY GENERAL VOTES Extraordinary General Votes will follow the same rules as Ordinary General Votes. ARTICLE 3 GENERAL ASSEMBLIES In the event that the required number of Members of the Association request a formal meeting, the Association, through its Secretary General, will convene a formal meeting. ARTICLE 4 BOARD MEETINGS At the beginning of each calendar year, the Board shall agree upon and fix at least 2 dates for meetings during that year. Applicants for membership and related use of the EUCEB Trademark shall ensure that all required documents necessary for approval (new, renewal, etc.) are received by the Board, at the address of the Association's permanent office, at least one month prior to any scheduled meeting. The Board shall in its sole discretion, such discretion not to be abused, determine the completeness of any application. In the event that the President of the Board or a member of the Board requests additional meetings, the Secretary General shall ensure that all Members of the Association are made aware of such additional dates, at least 60 days prior to the scheduled additional meeting.

BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

  • Upload
    others

  • View
    1

  • Download
    0

Embed Size (px)

Citation preview

Page 1: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

02 EUCEB By laws V05

BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD

FOR MINERAL WOOL PRODUCTS (EUCEB)

ARTICLE 1 ORDINARY GENERAL VOTES

Each year, two months prior to the General Assembly, the Secretary General will poll the members of the Board and all Members of the Association concerning matters that should be on the annual ballot. Prior to sending the Agenda and ballot paper for the General Vote, the Secretary General will ensure that the number of Members of the Association has not changed by more than 10 % in the 5 weeks prior to the date of the General Vote. In the event of such an increase, all dates will be extended by one month.

The Secretary General will report the results of all General Votes to all Members of the Association within 30 days of the date for the closing of voting as set in the agenda.

Also during the year, the Board has the right to have any question within the competence of the General Assembly submitted by correspondence (by e-mail, fax or letter) to the vote of the Members. Such decisions shall be as valid as those taken by a formal General Assembly.

ARTICLE 2 EXTRAORDINARY GENERAL VOTES

Extraordinary General Votes will follow the same rules as Ordinary General Votes.

ARTICLE 3 GENERAL ASSEMBLIES

In the event that the required number of Members of the Association request a formal meeting, the Association, through its Secretary General, will convene a formal meeting.

ARTICLE 4 BOARD MEETINGS

At the beginning of each calendar year, the Board shall agree upon and fix at least 2 dates for meetings during that year. Applicants for membership and related use of the EUCEB Trademark shall ensure that all required documents necessary for approval (new, renewal, etc.) are received by the Board, at the address of the Association's permanent office, at least one month prior to any scheduled meeting. The Board shall in its sole discretion, such discretion not to be abused, determine the completeness of any application.

In the event that the President of the Board or a member of the Board requests additional meetings, the Secretary General shall ensure that all Members of the Association are made aware of such additional dates, at least 60 days prior to the scheduled additional meeting.

Page 2: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

02 EUCEB By laws V05

ARTICLE 5 COMPOSITION OF THE BOARD

After the expiration of the term of the office for Board members, the Members of the Association shall choose the members of the Board.

At least 3 months before the end of the term of office for Board members, the representatives from each category of manufacturer shall be recommended. The Secretary General of the Association shall then organise a ballot of Members of each category of producer. The top two candidates in each category shall be offered membership on the Board. In the event that a candidate withdraws, the next leading candidate shall replace him.

When a position on the Board held by a representative of industry is vacated for whatever reason, without the naming of a proxy, the manufacturing group that such member represented will propose a replacement. Such replacement shall serve the remainder of the term of the member that he/she replaces.

ARTICLE 6 MEMBERSHIP

Membership in the Association shall be open to any manufacturer of mineral wool products classified as non-carcinogenic under the rules of EU, in particular Note Q of the Regulation (CE) n° 1272/2008 of the European Parliament and of the Council

(“The Regulation”), as may be amended.

Applicants will be considered as Observer, without voting power, until certification. After certification and payment of the fee the Applicant will be considered as EUCEB Member. Membership may be revoked by the Board based upon the procedures set out in the Constitution of EUCEB and its Exhibits.

Membership shall be immediately revoked in the event of bankruptcy or similar actions or upon resignation of the Member by a four months’ prior notice by registered letter sent to the permanent office of the Association.

Page 3: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

02 EUCEB By laws V05

ARTICLE 7 DISPUTE RESOLUTION BETWEEN MEMBERS

The Members agree that any and all disputes arising from these by-laws shall be settled between them. As long as the EUCEB rules are followed EUCEB can, as a third party, under no circumstance arbitrate in a dispute between members. All questions of interpretation or construction of the EUCEB Constitution or these by-laws shall be in accordance with Luxembourg law.

Date: 10 June 2016 PAROC OY AB SAINT-GOBAIN ISOVER SA Mr. Niklas Bergman Mr. Aymon de Reydellet KNAUF INSULATION . ROCKWOOL International A/S Mr. Stephen Williams Mr. Jens Lyager URSA EUCEB Mr. Klaus Sebastian Mr. Alain Herssens

Page 4: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

03 Exhibit 1 - The Trademark V03.doc V03

EXHIBIT 1 – The Trademark

Page 5: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

Page 1 of 3

04 The executive rules for the use of the trademark V05

EXHIBIT 2 – The Executive Rules for Licensing and Use of the Trademark

European Certification Board For Mineral Wool Products (EUCEB)

1. Purpose

In accordance with the Constitution of the European Certification Board for Mineral

Wool Products (EUCEB), the present rules set out (i) the principles for obtaining the

right to use the EUCEB’s registered Trademark (“the Trademark”), which certifies that manufactured fibres have a chemical composition within the ranges of non-classified reference fibres that have been tested in accordance to the European protocols to be in conformity with Note Q of the Regulation on the Classification, the Labelling and the Packaging of substances and mixtures (CLP Regulation,

Regulation (EC) n° 1272/2008) (“the Regulation”) as currently in force and any similar successive legislation, (ii) the principles under which the use of the EUCEB Trademark is authorized and (iii) rules for the process of verification in order to ensure continued compliance with said ranges of non-classified reference fibres and with the EUCEB rules for verification and resulting certification.

2. Original Application for the use of the Trademark

2.1 On request, the EUCEB Board may grant (or may grant conditionally) manufacturers of mineral wool products, as specified in the certificate supplied by the external independent certification body, the right to use the registered Trademark. Such a right is non-exclusive and non-assignable and does not entail any right to grant sublicenses. It can moreover be revoked at any time by the EUCEB Board in case of non-compliance with the present rules, as well as the EUCEB’s Constitution and the Regulation.

2.2 Application shall be made in writing to the permanent office of EUCEB, Avenue Louise 375/4, 1050 Brussels, Belgium. The application should be accompanied (i) by a legally binding undertaking (Appendix 1), (ii) by the results of the certification carried out by an independent certification body or equivalent certification, as further defined by the EUCEB Board and (iii) any other test results, proof of ownership of such results or of the legitimate use thereof, as may be required by the external independent certification body or by the EUCEB Board. The adequacy of the application shall be determined by the Board in its own discretion, such discretion not to be abused.

2.3 The Board will examine the application. Decisions of the Board shall be made in accordance with the Constitution.

2.4 Upon approval of the application by the EUCEB Board, EUCEB shall grant the applicant the right to use the Trademark as per Article 5 of the Constitution and the present rules and fix the fees to be paid on a yearly basis for EUCEB membership and continued used of the Trademark.

Page 6: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

Page 2 of 3

04 The executive rules for the use of the trademark V05

3. Supervision

3.1 The Board is entitled and required to supervise (or to have supervised) that the product fibres placed on the market by the Members of the Association under the EUCEB Trademark correspond in their chemical analysis to those that have been tested and which are in compliance with the non-classification criteria of Note Q of the Regulation. The supervision must be documented to the Board by a supervision contract with an independent inspection office or inspection agents.

3.2 All users of the Trademark must ensure themselves that they are in compliance with the conditions and criteria as defined by the EUCEB Board, in particular Appendix 2. They have a duty to ensure quality control and maintain careful records of all tests, which they themselves have undertaken. Independent third party scientists will have the right to see these records on confidential basis at any time, to request and receive further samples, or to use samples commercially available in order to ensure that compliance is reached.

3.3 If inspection results or samples show that compliance with Appendix 2 is not reached, or if there is a complaint about the product, the external independent certification body and/or the Board may decide that a further inspection has to be carried out by an independent inspection office or inspecting agents. In the event that the second inspection reveals non-conformity with the present Rules, the infringement procedure will be started.

3.4 If a complaint about a product is unjustified, cf. Article 3.3, the complainant must pay any and all costs connected to the inspections.

4. Infringements

4.1 If it is established by the Board that there has been infringement by a Trademark user of the conditions set out in Sections 2 and/or 3 above, the Board may decide the following, depending on the severity of the infringements:

Increase frequency of internal inspections.

Inspections of the results of the internal quality control system of the applicant by an external scientific expert and/or chemical analysis.

Increased external inspection up to 4 inspections per year and this for a period of 1 year. In the event that one new inspection reveals non-conformity with the EUCEB Rules, the right to use the Trademark shall immediately be revoked without further notice.

Page 7: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

Page 3 of 3

04 The executive rules for the use of the trademark V05

A short or long-term removal of the right to use the Trademark. In such a case, the licensee shall immediately cease to use the Trademark and shall delete or remove the Trademark from, or, where such deletion or removal is not reasonably practicable, destroy all goods, stationary, advertising material and all other materials and documents in its possession or under its control.

Or any other decision.

4.2 If the Board decides to revoke the right to use the Trademark, cf. Article 4, or annual fees are not paid in accordance with Article 2.4, all certifications have to be returned, and the use of the Trademark stopped immediately.

4.3 If possible, the Trademark user has the right to be heard before any of the measures mentioned above are taken. Decisions of the Board under this Section 4 shall be made by simple majority of the members of the Board.

5. Re-establishment of the right to use the Trademark

The procedure for applying for the registered Trademark is set out in Article 2. The Board may, however, insist on additional conditions being met.

6. Belgian law and courts

The present rules shall be exclusively governed by and construed in accordance with the law of Belgium, without regard to any conflict of law provisions. Any dispute arising in connection with the present rules shall be submitted to the competent court in Brussels.

Page 8: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

05 Exhibit 3 - The chemical range V05.doc V05

EXHIBIT 3 – The Chemical Range

A manufactured fibre should be regarded as being equivalent to an in-vivo tested fibre, if the

chemical composition falls within the following limit rules:

The maximum variation in the measured oxide compared to the tested fibre shall be:

- For a concentration above 15%: the maximum permitted variation is +/- 10% with a

maximum of 2.5% points

E.g.: For a concentration of 20% = Variation is between 18 and 22%

E.g.: For a concentration of 40% = Variation is between 37.5 - 42.5%

- For a concentration below or equal 15% and higher than 2%: the maximum permitted

variation is +/- 1.5% points

E.g. Concentration of 10% => Variation is between 8.5 and 11.5%

- For a concentration below or equal 2%: the maximum permitted variation is +/- 1%

points.

E.g. Concentration of 1.5%:= Variation is between 0.5-2.5%

The rules apply to components or sum of components, i.e. CaO + MgO and Na2O + K2O

are each treated as one component

The chemical composition should account for at least 98% of the components.

For the following component or sum of components only the minimum-limit is relevant:

CaO + MgO

Na2O + K2O

B2O3

P2O5

Al2O3 (if Al2O3 19%)

For the following component only the maximum-limit is relevant:

TiO2

Al2O3 (if Al2O3 < 2%)

Page 9: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

EXHIBIT 4 – THE FIRST QUALITY BOARD

Members representing predominantly glass wool producers:

• Mr. Michel DURAND representing SAINT-GOBAIN ISOVER

• Mr. Roland BLACKBURN representing OWENS-CORNING ALCOPOR UK LTD

Members representing predominantly stone wool producers:

• Dr. Ole KAMSTRUP representing ROCKWOOL INTERNATIONAL A/S

• Mr. Björn RÖNNLÖF representing PAROC Oy AB

Independent Scientific Experts:

• Dr. Clare COLLIER, AEA Technology, Harwell

• Dr. SEBASTIAN, Fraunhofer ISC, Würzburg.

Page 10: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

07 Appendix 1 – Legal Undertaking V07

APPENDIX 1

Legally binding Undertaking

The undersigned company hereby applies to the European Certification Board for Mineral Wool Products (EUCEB) to be accepted as a member and to have the right to use the Trademark. We hereby confirm and acknowledge that we have read and will keep:

The Constitution of the European Certification Board for Mineral Wool Products.

The Executive rules for licensing and use of the registered Trademark.

The rules to ensure compliance with the Note Q of the Regulation (EC) n° 1272/2008 of the European Parliament and of the Council (the Regulation).

We also confirm that we own or have the right to use the test results presented in the context of our application and accept the hold harmless commitment as described in Exhibit 4. Place, and date: Signature and Name of person/persons authorized to sign on behalf of the company: Signature and Name of the head of the Legal Department of the Company Stamp of the Company

Page 11: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

08 Appendix 2 - Trials V04

APPENDIX 2

Trials

1. Tests shall be carried out in accordance with one of the test procedures listed in Note Q of the Regulation (CE) n° 1272/2008 of the European Parliament

and of the Council (“the Regulation”) (short-term biopersistence test by inhalation or by intratracheal instillation, intra-peritoneal test, long-term inhalation test).

1

2. Tests should have been done by expert qualified institutions.

3. Final reports concerning all tests should be sent to the independent certification body. The contents of the reports should confirm the requirements of the Regulation as listed below.

4. Proof of compliance with the criteria of the Regulation should be evidenced as follows:

4.1 Short-term biopersistence test by inhalation: The test should have been done according to preliminary EU guideline ECB/TM/26 rev.7, Biopersistence of Fibres. Short-term Exposure by Inhalation. The fibres

longer than 20 m should have a weighted half-life less than 10 days.

4.2 Short-term biopersistence test by intratracheal instillation: The test should have been done according to preliminary EU guideline ECB/TM/27 rev.7, Biopersistence of Fibres. Intratracheal instillation. The fibres longer than

20 m should have a weighted half-life less than 40 days.

4.3 Intra-peritoneal test: The test should have been done according to preliminary EU guideline ECB/TM/18(97) rev.1, Carcinogenicity of Synthetic Mineral Fibres after Intra-peritoneal Injection in Rats. There should be no evidence of excess carcinogenicity.

4.4 Long-term Inhalation: The test should have been done according to preliminary EU guideline ECB/TM/17(97) rev.2, Chronic Inhalation Toxicity of Synthetic Mineral Fibres in Rats. There should be absence of relevant pathogenicity and neoplastic changes.

1 Methods for the determination of the hazardous properties for human health of man-made-mineral fibres

(MMVF), European Commission Joint Research Centre, Institute for Health and Consumer Protection, Unit:

Toxicology and Chemical Substances, European Chemicals Bureau, Edited by David M. Bernstein and Juan M.

Riego Sintes, April 1999

Page 12: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

08 Appendix 2 - Trials V04

5. Proof of Conformity

Every manufacturer obtaining certificate to use the Trademark undertakes to comply with conformity between the tested fibres and those, which are offered for sale.

In order to ensure conformity that the chemical compositions of the fibres are within the acceptable range, cf. enclosure from the fibres tested in the report submitted to EUCEB and/or to the independent certification body, an external repetitive conformity inspection shall take place at least twice per calendar year (the first repetitive external conformity inspection should take place between January 1st and June 30th whereas the second repetitive external conformity inspection should take place between July 1st and December 31st). The time between two repetitive conformity inspections should be at least 4 months. The inspection splits up into sampling and determination of the chemical composition of the sample.

The sampling date is the date, which defines the period of the year the sampling has been done (first half or second half).

The samples to be tested shall be obtained from a production line or commercially available products. Collection shall be made by an accredited sampling institute duly qualified by the Board or by the independent certification body as competent to act in this domain.

The external inspection report, which should be submitted to the Board or to the independent certification body, must include:

- Details of manufacturer

- Designation of the fibres tested (e.g. trade name or other identification).

- Inspection office

- Time or period of the inspection

- Details of the inspection procedure

- Chemical composition of the material examined.

- Additionally the Sampling Institute shall monitor the self-control system by checking that the chemical composition is measured and recorded at least once per week.

Page 13: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

09 Regulations for the use of the Trademark V03.doc

Special regulations for the use of the EUCEB-Trademark on packaging

films and for further use in printing

The value of a Trademark on the market depends largely on its recognition by third parties.

This requires the utmost possible use of the Trademark in a uniform way. Therefore, in

addition to the regulations set out in Exhibit 2 of the EUCEB-constitution, the Management

Board has established the following regulations for a uniform use of the Trademark.

Any further use of the Trademark not mentioned hereunder is subject to request to and

approval by the Management Board.

1) Use of the EUCEB-Trademark on packaging films

Packaging films with the Trademark printed on must meet the following requirements:

The Trademark must be printed in a size between 5 and 25 cm, the Trademark must be

free from distortion.

Exactly one Trademark in each rapport (repetitive printing format) may be placed.

The Trademark must be printed uniform black with the following exception:

Producers, which do not use black colour for any further information on the packaging

films may as an alternative uniformly use upon request to and approval by the EUCEB

Management Board for the Trademark the darkest colour, which is used for any further

information. The request must be accompanied by an illustration of the printing

format. Other colours than those in use on the packaging films except black must not

be used for the Trademark.

A reference pattern of packaging films and printing formats must be deposited at the

EUCEB-secretariat.

2) Further use of the Trademark

In any other case of use in printing (e.g. use in brochures, pamphlets, leaflets, letters, etc.)

the Trademark must be used exclusively in black.

The Management Board points the EUCEB-members to the provisions of the Legal

Undertaking. Any non-obedience to the EUCEB-constitution and subordinate regulation

or guidance without written approval by the Management Board may be considered as an

infringement and dealt with accordingly.

Page 14: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

36 Hold Harmless V02

EXHIBIT 4 - Hold harmless commitment

"Hold harmless" binding commitment in the framework of EUCEB Members’ and Observers’ (Applicant) application for EUCEB Trademark and related EUCEB membership

WHEREAS Applicant has applied for use of the EUCEB Trademark and related EUCEB membership, under the EUCEB constituting documents and by-laws, which are well-known to Applicant.

WHEREAS EUCEB (European Certification Board for Mineral Wool Products) is an "association sans but lucratif" under the law of 21 April 1928, with headquarters at 7 avenue des Archiducs – LU 1135, Luxembourg and with permanent office at the offices of EUCEB, Avenue Louise 375/4, 1050 Brussels, Belgium.

WHEREAS EUCEB is processing said application and has, for that purpose, requested a binding commitment from Applicant that it has the lawful right to use and disclose all the documents (including, in particular, the short-term biopersistence test report) submitted to EUCEB and/or to the external independent certification body in the framework of its application.

NOW, THEREFORE, Applicant is providing the following warranties, representations and commitments:

1. Applicant warrants and represents unconditionally to EUCEB that, on signing of the present commitment and for as long as the Applicant remains a member of EUCEB, it has the lawful right to use and disclose all the documents (including, in particular, the short-term biopersistence test report) submitted to EUCEB and/or to the external independent certification body in the framework of its application for verification, certification and use of the EUCEB Trademark. Applicant agrees to inform EUCEB of any decisions which would affect this representation.

2. Applicant warrants and represents unconditionally and irrevocably to EUCEB that it shall defend, indemnify and hold harmless EUCEB and its officers, directors, employees and agents from and against any and all liability, loss, and expense (including reasonable attorneys' fees) as a result of third party (including EUCEB Members') claims or actions arising out of Applicant submission or out of the grant of the EUCEB Trademark to Applicant in so far as the grant is in accordance with EUCEB rules and is based on, or the result of, the documents submitted by Applicant.

3. EUCEB hereby agrees that the information and documents submitted by Applicant to EUCEB shall only be used by EUCEB for the consideration of and acceptance of Applicant’s request for EUCEB membership and

Page 15: BY LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR … EUCEB EXHIBITS - Appendix.pdf · 02 EUCEB By laws V05 BY-LAWS OF THE EUROPEAN CERTIFICATION BOARD FOR MINERAL WOOL PRODUCTS (EUCEB)

36 Hold Harmless V02

application for use of the EUCEB Trademark (the “Authorized Purpose”). EUCEB warrants and represents unconditionally and irrevocably to Applicant that it shall defend, indemnify and hold harmless Applicant and its officers, directors, employees and agents from and against any and all liability, loss, and expense (including reasonable attorneys' fees) as a result of any use or disclosure by EUCEB (other than for the Authorized Purpose) of any information or documents submitted to EUCEB by Applicant in accordance with the EUCEB rules and not otherwise publicly known or later made generally public or received from a third party through no wrongful act of EUCEB.

4. The present "hold harmless" binding commitment shall be governed and controlled in all respects by the laws of Belgium. All disputes, including those related to interpretation, enforceability, validity, and construction, shall be determined under the laws of Belgium, without regard to any conflict of law provisions. It shall enter into force when signed and dated by both of the parties.

5. If one or more of the provisions of this "hold harmless" binding commitment shall be found by the court with jurisdiction to be illegal, invalid or unenforceable, (i) it shall not affect the legality, validity or enforceability of any of the remaining provisions, and (ii) Applicant and EUCEB agree to attempt to substitute for any illegal, invalid or unenforceable provision a legal, valid or enforceable provision that achieves to the greatest extent possible the objectives and allocation of responsibility of the illegal, invalid or unenforceable provision.

6. Applicant and EUCEB each acknowledge and agree that it had a full opportunity, and did, consult with its counsel before entering into this "hold harmless" binding commitment.

Date:

Name:

Title:

Signature: