1. General provisions
These general terms and conditions govern all contractual relation between PZR and the Customer. Documents supplied by the Customer will only apply subject to PZR's written acceptance and provided they are not incompatible with these general terms and conditions. These general terms and conditions cancel and supersede all earlier general terms and conditions. If one or more clauses are found to be invalid or are declared null and void, all other clauses will retain full force and effect.
2. Contractual documents
The contractual relationship between PZR and the Customer isgoverned by the following documents: the Customer's request, PZR's price offer, the technical data sheet forthe relevant Products (ifsupplied), the orderconfirmation and these general terms and conditions. When theprovisions do not conflict with the above- mentioned documents, the 1991 version of the general conditions of sale for paper and board manufacturers in the EEC issued by the CEPAC(European Confederation of Pulp, Paper and Board Industries) will be binding on the Customer, who represents that it is familiar therewith.
3. Opening a customer account
An account opening procedure will be followed for each Customer, during which inter alia the Customer's terms of payment and the acceptable amount of trade receivables will be defined. If circumstances arise that adversely affect the situation of the Customer or its parent company, and more specifically exacerbate the risk of payment default, PZR may modify the terms of payment without advance notice and/or demand guarantees.
4. Customer'sspecifications
The Customer is responsible for informing PZR of the intended use of the Products. Should it fail to do so, the Customer will be responsible for ensuring that the Products' technical characteristics are consistent with its requirements.
5. Offer
Our offers are valid for the stated validity period. If no validity period is stated, offers are valid for 30 days. We may modify our offers, including the financial terms and the delivery terms, during the validity period prior to acceptance by the Customer.
6. Price lists
Our general or special price lists may be modified at any time, in particular to reflect the changing prices of raw materials or the impact of exchange rates. Modified price lists will enter into effect 4 weeks after the Customer has been informed of the modifications. Modified price lists will apply to all orders placed after their entry into effect, even if the Customer refers to the previous price list. Invoiced prices are the prices in effect on the date of registration, based on the delivery date of the Products.
7. Orders
The Customer must place its orders by means of written order forms sent by any means: email, post or EDI. Orders will be firm, final and binding on the Customer after PZR has confirmed receipt.
8. Order confirmation
Orders will be binding on PZR after it has confirmed receipt. PZR will be bound by the terms of the order confirmation only. PZR will be deemed to have accepted the Customer's order if it fails to send confirmation within 72 working hours of receipt of the Customer's order. PZR's order confirmation will constitute acceptance by the Customer unless it responds within 96 hours of the issue date ofsaid document.
9. Order modifications/cancellations
The Customer may not cancel its order or part of its order, or modify it, without PZR's prior written consent. In the event PZR accepts the Customer's request to cancel or modify its order, the Customer will nevertheless be required to compensate PZR for all costs incurred as at the date of acceptance of the order cancellation or modification, and PZR will retain any down payment made by the Customer as compensation, without prejudice to any claim for further compensation for loss suffered by PZR.
10. Delivery
10.1-Delivery times
Stated delivery times or dates are provided for information only, unless the order confirmation expressly stipulates that the delivery time or delivery date is binding. Delivery times will run from the occurrence of the last of the following two events: the date of the order confirmation, or the date on which the Customer supplies anything required, such as a down payment. In the event of non-compliance with any binding delivery date, PZR will be required to pay compensation for loss only if it can be established that said loss was foreseeable and was the direct and immediate result of the delay. PZR will not be required to pay any set penalty that does not correspond to an actual loss.
10.2-Transfer of risks
Risks will be transferred in accordance with the Incoterm selected by the Parties at the time of the order.
10.3-Claims againstthe carrier
If the Customer observes any missing or damaged goods on receipt of the Products, it must immediately inform the carrier of its reservations by noting them on the delivery documents, irrespective of the party that chose the carrier. It must confirm its reservations in a letter sent to the carrier by registered mail with a form for acknowledgement of receipt (lettre recommandée avec accusé de réception) within three working days of acceptance in France and within seven working days in all other countries. A copy of the letter must be sent to PZR, so that it can take any necessary action.
10.4-Failure to collect goods or refusal to accept a delivery
If the Customer fails to collect the Products or refuses to accept them within the agreed delivery time, PZR may claim all associated costs from the Customer and demand payment of the goods.
11. Force majeure
PZR will be released from all its obligations if unable to perform them due to any event qualifying as a force majeure event, as defined in Article 1218 of the French Civil Code (Code civil). PZR shall promptly inform the Customer of the occurrence of any such event.
In the event of a temporary inability to perform, fulfilment of the order will be suspended for the corresponding period. However, if the situation persists for more than 30 days, either party may cancel the order without payment of compensation. However, if the temporary inability to perform concerns a delivery that is due and forms part of a contract that provides for split deliveries, the right to cancel will apply to the late delivery only, to the exclusion of all future deliveries. If PZR has already manufactured part of the order at the time of the force majeure event, the Customer must accept delivery of the quantities manufactured, under the agreed terms and conditions. in addition to those events corresponding to the definition of a force majeure event, the following events will systematically qualify as force majeure events although they do not strictly correspond to the legal definition: warfare, shortages of raw materials, transportation problems, strikes, actions by the civil or military authorities, blockades, embargoes, disruption to transportation or telecommunication facilities.
12. Checks on acceptance - Compliance - Claims - Leeway
On acceptance, the Customer shall check the patent conformity of the Products and compliance of the delivery with the order, including in particular the quantities delivered. Claims for patent non-conformity must be sent to PZR in writing before
the Products are used, and no later than 15 days after the delivery date when the goods present patent defects.The Customer will be liable for any use of Products presenting patent defects, and PZR's warranty will be void. Regarding checks on the quantities and weights delivered, the leeway permitted under the general conditions of sale for paper and board manufacturers in the EEC will apply. in the event of any latent defects, the Customer has two months from discovery of the defect or from the date on which itshould have discoveredthe defect (i.e. the date on which the Product concerned bythe claim was first used), in which to inform PZR of the discovery of a latent defect. PZR will not consider a claim, irrespective of its basis, if the Products aredestroyed before PZR can examine them. If a Product is found unfit for purpose when used, use of the Product should cease immediately. PZR must be informed promptly and must be given the opportunity to study the behaviour of the Product and the conditions in which it is used, either directly on-site or on PZR's production site via samples. Continued use of the paper must be formally agreed by PZR and the user.
13. Paper whiteness
Paper whiteness varies naturally over time, essentially due to the ageing of optical brighteners. Compliance of Products with the Customer's order will therefore be assessed in relation to technical data sheets no laterthan six months after the delivery date of the Products, subject to suitable storage conditions (original packaging, no overexposure to light, etc.). The Client isresponsible for managing itsstocksin such a way as to prevent any damage to the Products. Technical data sheets can be supplied upon request.
14. Compliance with the order - Warranty
PZR's warranty only covers compliance of delivered Products with the order confirmation and, if applicable, technical data sheets. In view of the risk of rapid deterioration of the Products, compliance of the Products with the order must be assessed within six months of delivery. When PZR acknowledges that a complaint is justified, it will take back the faulty Product at its expense. The said faulty Product must be sent back in good condition, in the original or similar packing and packaging. PZR will replace it within the shortest possible time period in view of its production capacity and other commitments. The Customer may not claim any other compensation. The warranty will not apply following any improper use or, in particular, any use that is not consistent with the specifications, or if a
defect is due to non-compliant storage conditions. Subject to the foregoing, PZR warrants that the Products will retain their technical properties for a two-year period from delivery.
15. Price - Payment
15.1-Price
Products are invoiced at the prices stated on the order confirmation. All our prices are stated excluding VAT.
15.2-Payment period
The payment period will run from the date of the invoice. In the event of non-payment, Article 15.3 will automatically apply. No discounts are offered for early payment, unless stipulated otherwise.
15. 3-Late payment and payment defaults
If a due invoice has not been paid or only partially paid, the Customer will also owe:
a) late payment interest calculated by applying the ECB interest rate plus ten points to the amount due;
b) €40 as set compensation for recovery costs. If no response is received within ten days of sending a demand for
payment, PZR may:
a) demand immediate payment of all invoices not yet due;
b) demand payment of any orders already accepted prior to delivery;
c) suspend fulfilment of any other orders placed by the Customer.
16. Retention of title
PZR will retain ownership of the delivered Products until full payment by the Customer of all amounts owing. Accordingly, the Customer must consider that it has custody of the Products delivered to it, and must arrange appropriate insurance for them. In the event of any difficulties identifying Products, any unidentified product that meets the specifications will be deemed to be a PZR Product, proportional tothe PZR claim. To facilitate identification, removal of any distinctive signs from the Products prior to their use is strictly prohibited. PZR may take back the Products after it has sent a formal notice claiming ownership of the Products. If the Customer has sold the Products, PZR will be entitled to claimthe sale price of the Products directly from the Customer's customer or agent. Accordingly, they will be required to pay to PZR any amount they may still owe to their supplier in connection with the sale of the Products covered by this retention of title clause. Application of this clause will not under any circumstances affect thetransfer of risks clause. Application of this clause will not exclude the possibility of a legal action for cancellation of the sale and/or for damages to be awarded to PZR to compensate for any shortfall in earnings or other loss.
17. Confidentiality
All information supplied to the Customer by PZR is intended for the Customer's sole use, for the fulfilment of the Customer's order. The Customer undertakes not to disclose said information to any third party. More specifically, the technical data sheets for the Products supplied by PZR will remain the property of PZR, and may not be disclosed by the Customer or used by a third party without PZR's consent.
18. Storage
The Products must be stored out of the light and away from humidity, but not in an area that is excessively dry.
19. Liability
PZR will not accept liability if the Customer has failed to comply with the terms and conditions of use, stock rotation or storage, if the loss or damage was caused by a third party, or if the Customer was negligent. If PZR's liability is proven, it will only be required to compensate for any foreseeable loss that is the immediate and direct result of its breach or failure to perform. PZR will never be required to compensate for any unforeseeable loss, indirect loss or consequential loss such as operating losses, lost profits, commercial prejudice or shortfall in earnings. PZR's liability will be limited to the amount of its insurance cover.
20. Applicable law - dispute resolution
These general terms and conditions and fulfilment of Product orders are governed by French law, to the exclusion of the Vienna Convention on the international sale of goods. If this document is translated into any other language, the French language version will always take precedence. The Parties will attempt to settle disputes amicably. Either party may initiate a conciliation proposal by sending the other Party a written request. If an amicable resolution has not been reached within three months of the conciliation proposal, the dispute will be settled by the Besançon Commercial Court (Tribunal de Commerce), including in the event of an urgent application, third-party proceedings or cases involving multiple defendants.
These general terms and conditions govern all contractual relation between PZR and the Customer. Documents supplied by the Customer will only apply subject to PZR's written acceptance and provided they are not incompatible with these general terms and conditions. These general terms and conditions cancel and supersede all earlier general terms and conditions. If one or more clauses are found to be invalid or are declared null and void, all other clauses will retain full force and effect.
2. Contractual documents
The contractual relationship between PZR and the Customer isgoverned by the following documents: the Customer's request, PZR's price offer, the technical data sheet forthe relevant Products (ifsupplied), the orderconfirmation and these general terms and conditions. When theprovisions do not conflict with the above- mentioned documents, the 1991 version of the general conditions of sale for paper and board manufacturers in the EEC issued by the CEPAC(European Confederation of Pulp, Paper and Board Industries) will be binding on the Customer, who represents that it is familiar therewith.
3. Opening a customer account
An account opening procedure will be followed for each Customer, during which inter alia the Customer's terms of payment and the acceptable amount of trade receivables will be defined. If circumstances arise that adversely affect the situation of the Customer or its parent company, and more specifically exacerbate the risk of payment default, PZR may modify the terms of payment without advance notice and/or demand guarantees.
4. Customer'sspecifications
The Customer is responsible for informing PZR of the intended use of the Products. Should it fail to do so, the Customer will be responsible for ensuring that the Products' technical characteristics are consistent with its requirements.
5. Offer
Our offers are valid for the stated validity period. If no validity period is stated, offers are valid for 30 days. We may modify our offers, including the financial terms and the delivery terms, during the validity period prior to acceptance by the Customer.
6. Price lists
Our general or special price lists may be modified at any time, in particular to reflect the changing prices of raw materials or the impact of exchange rates. Modified price lists will enter into effect 4 weeks after the Customer has been informed of the modifications. Modified price lists will apply to all orders placed after their entry into effect, even if the Customer refers to the previous price list. Invoiced prices are the prices in effect on the date of registration, based on the delivery date of the Products.
7. Orders
The Customer must place its orders by means of written order forms sent by any means: email, post or EDI. Orders will be firm, final and binding on the Customer after PZR has confirmed receipt.
8. Order confirmation
Orders will be binding on PZR after it has confirmed receipt. PZR will be bound by the terms of the order confirmation only. PZR will be deemed to have accepted the Customer's order if it fails to send confirmation within 72 working hours of receipt of the Customer's order. PZR's order confirmation will constitute acceptance by the Customer unless it responds within 96 hours of the issue date ofsaid document.
9. Order modifications/cancellations
The Customer may not cancel its order or part of its order, or modify it, without PZR's prior written consent. In the event PZR accepts the Customer's request to cancel or modify its order, the Customer will nevertheless be required to compensate PZR for all costs incurred as at the date of acceptance of the order cancellation or modification, and PZR will retain any down payment made by the Customer as compensation, without prejudice to any claim for further compensation for loss suffered by PZR.
10. Delivery
10.1-Delivery times
Stated delivery times or dates are provided for information only, unless the order confirmation expressly stipulates that the delivery time or delivery date is binding. Delivery times will run from the occurrence of the last of the following two events: the date of the order confirmation, or the date on which the Customer supplies anything required, such as a down payment. In the event of non-compliance with any binding delivery date, PZR will be required to pay compensation for loss only if it can be established that said loss was foreseeable and was the direct and immediate result of the delay. PZR will not be required to pay any set penalty that does not correspond to an actual loss.
10.2-Transfer of risks
Risks will be transferred in accordance with the Incoterm selected by the Parties at the time of the order.
10.3-Claims againstthe carrier
If the Customer observes any missing or damaged goods on receipt of the Products, it must immediately inform the carrier of its reservations by noting them on the delivery documents, irrespective of the party that chose the carrier. It must confirm its reservations in a letter sent to the carrier by registered mail with a form for acknowledgement of receipt (lettre recommandée avec accusé de réception) within three working days of acceptance in France and within seven working days in all other countries. A copy of the letter must be sent to PZR, so that it can take any necessary action.
10.4-Failure to collect goods or refusal to accept a delivery
If the Customer fails to collect the Products or refuses to accept them within the agreed delivery time, PZR may claim all associated costs from the Customer and demand payment of the goods.
11. Force majeure
PZR will be released from all its obligations if unable to perform them due to any event qualifying as a force majeure event, as defined in Article 1218 of the French Civil Code (Code civil). PZR shall promptly inform the Customer of the occurrence of any such event.
In the event of a temporary inability to perform, fulfilment of the order will be suspended for the corresponding period. However, if the situation persists for more than 30 days, either party may cancel the order without payment of compensation. However, if the temporary inability to perform concerns a delivery that is due and forms part of a contract that provides for split deliveries, the right to cancel will apply to the late delivery only, to the exclusion of all future deliveries. If PZR has already manufactured part of the order at the time of the force majeure event, the Customer must accept delivery of the quantities manufactured, under the agreed terms and conditions. in addition to those events corresponding to the definition of a force majeure event, the following events will systematically qualify as force majeure events although they do not strictly correspond to the legal definition: warfare, shortages of raw materials, transportation problems, strikes, actions by the civil or military authorities, blockades, embargoes, disruption to transportation or telecommunication facilities.
12. Checks on acceptance - Compliance - Claims - Leeway
On acceptance, the Customer shall check the patent conformity of the Products and compliance of the delivery with the order, including in particular the quantities delivered. Claims for patent non-conformity must be sent to PZR in writing before
the Products are used, and no later than 15 days after the delivery date when the goods present patent defects.The Customer will be liable for any use of Products presenting patent defects, and PZR's warranty will be void. Regarding checks on the quantities and weights delivered, the leeway permitted under the general conditions of sale for paper and board manufacturers in the EEC will apply. in the event of any latent defects, the Customer has two months from discovery of the defect or from the date on which itshould have discoveredthe defect (i.e. the date on which the Product concerned bythe claim was first used), in which to inform PZR of the discovery of a latent defect. PZR will not consider a claim, irrespective of its basis, if the Products aredestroyed before PZR can examine them. If a Product is found unfit for purpose when used, use of the Product should cease immediately. PZR must be informed promptly and must be given the opportunity to study the behaviour of the Product and the conditions in which it is used, either directly on-site or on PZR's production site via samples. Continued use of the paper must be formally agreed by PZR and the user.
13. Paper whiteness
Paper whiteness varies naturally over time, essentially due to the ageing of optical brighteners. Compliance of Products with the Customer's order will therefore be assessed in relation to technical data sheets no laterthan six months after the delivery date of the Products, subject to suitable storage conditions (original packaging, no overexposure to light, etc.). The Client isresponsible for managing itsstocksin such a way as to prevent any damage to the Products. Technical data sheets can be supplied upon request.
14. Compliance with the order - Warranty
PZR's warranty only covers compliance of delivered Products with the order confirmation and, if applicable, technical data sheets. In view of the risk of rapid deterioration of the Products, compliance of the Products with the order must be assessed within six months of delivery. When PZR acknowledges that a complaint is justified, it will take back the faulty Product at its expense. The said faulty Product must be sent back in good condition, in the original or similar packing and packaging. PZR will replace it within the shortest possible time period in view of its production capacity and other commitments. The Customer may not claim any other compensation. The warranty will not apply following any improper use or, in particular, any use that is not consistent with the specifications, or if a
defect is due to non-compliant storage conditions. Subject to the foregoing, PZR warrants that the Products will retain their technical properties for a two-year period from delivery.
15. Price - Payment
15.1-Price
Products are invoiced at the prices stated on the order confirmation. All our prices are stated excluding VAT.
15.2-Payment period
The payment period will run from the date of the invoice. In the event of non-payment, Article 15.3 will automatically apply. No discounts are offered for early payment, unless stipulated otherwise.
15. 3-Late payment and payment defaults
If a due invoice has not been paid or only partially paid, the Customer will also owe:
a) late payment interest calculated by applying the ECB interest rate plus ten points to the amount due;
b) €40 as set compensation for recovery costs. If no response is received within ten days of sending a demand for
payment, PZR may:
a) demand immediate payment of all invoices not yet due;
b) demand payment of any orders already accepted prior to delivery;
c) suspend fulfilment of any other orders placed by the Customer.
16. Retention of title
PZR will retain ownership of the delivered Products until full payment by the Customer of all amounts owing. Accordingly, the Customer must consider that it has custody of the Products delivered to it, and must arrange appropriate insurance for them. In the event of any difficulties identifying Products, any unidentified product that meets the specifications will be deemed to be a PZR Product, proportional tothe PZR claim. To facilitate identification, removal of any distinctive signs from the Products prior to their use is strictly prohibited. PZR may take back the Products after it has sent a formal notice claiming ownership of the Products. If the Customer has sold the Products, PZR will be entitled to claimthe sale price of the Products directly from the Customer's customer or agent. Accordingly, they will be required to pay to PZR any amount they may still owe to their supplier in connection with the sale of the Products covered by this retention of title clause. Application of this clause will not under any circumstances affect thetransfer of risks clause. Application of this clause will not exclude the possibility of a legal action for cancellation of the sale and/or for damages to be awarded to PZR to compensate for any shortfall in earnings or other loss.
17. Confidentiality
All information supplied to the Customer by PZR is intended for the Customer's sole use, for the fulfilment of the Customer's order. The Customer undertakes not to disclose said information to any third party. More specifically, the technical data sheets for the Products supplied by PZR will remain the property of PZR, and may not be disclosed by the Customer or used by a third party without PZR's consent.
18. Storage
The Products must be stored out of the light and away from humidity, but not in an area that is excessively dry.
19. Liability
PZR will not accept liability if the Customer has failed to comply with the terms and conditions of use, stock rotation or storage, if the loss or damage was caused by a third party, or if the Customer was negligent. If PZR's liability is proven, it will only be required to compensate for any foreseeable loss that is the immediate and direct result of its breach or failure to perform. PZR will never be required to compensate for any unforeseeable loss, indirect loss or consequential loss such as operating losses, lost profits, commercial prejudice or shortfall in earnings. PZR's liability will be limited to the amount of its insurance cover.
20. Applicable law - dispute resolution
These general terms and conditions and fulfilment of Product orders are governed by French law, to the exclusion of the Vienna Convention on the international sale of goods. If this document is translated into any other language, the French language version will always take precedence. The Parties will attempt to settle disputes amicably. Either party may initiate a conciliation proposal by sending the other Party a written request. If an amicable resolution has not been reached within three months of the conciliation proposal, the dispute will be settled by the Besançon Commercial Court (Tribunal de Commerce), including in the event of an urgent application, third-party proceedings or cases involving multiple defendants.
