General Terms and Conditions of Sale and Delivery |General
Terms and Conditions of Sale and Delivery of Ziegler Paper Mill
1.1 These General Terms and Conditions of Sale
and Delivery apply to all purchase orders for goods supplied by Ziegler Paper Mill (hereinafter referred
to as the “supplier”). Any differing terms or conditions of the customer are excluded and shall only
apply in the event of their having been expressly accepted by the supplier and agreed in writing. These
Terms and Conditions also apply to all future transactions, without need for them to be expressly stated
again in individual cases.
1.2. Should any provision
contained in these Terms and Conditions prove to be wholly or partially invalid, this provision shall
be replaced by the parties to the agreement with a new provision which reflects as far as possible the
objective and tenor of the original wholly or partially invalid provision.
The following tolerances apply in
respect of manufacture, quality, weight and format for all products purchased from the supplier:
3 tonnes ± 20 %
from 3 tonnes ± 15 %
from 5 tonnes ± 10 %
from 10 tonnes ± 8 %
from 20 tonnes ± 6 %
from 50 tonnes ± 4 %
orders, special formats and non-standard weights, the following tolerances apply:
5 tonnes ± 20%
from 5 tonnes ± 15%
from 10 tonnes ± 10%
from 20 tonnes ± 8%
3. Grammage tolerances
tolerance of ±5% applies in respect of the grammage quoted; in the case of papers with a weight of 40g/m2
and less, this tolerance is ±6%. Calculation of grammage is based on the average weight of the lot produced
and not on the weight of individual sheets or sections of rolls.
Tolerances for one direction
Should it be agreed that
discrepancies in quantity and grammage are only permissible in one direction, the tolerances quoted
under Points 2 and 3 shall be doubled.
Tolerance for number of sheets per packet
of sheets actually delivered per packet unit shall not deviate from the number of sheets quoted by the
supplier for each packet unit by more than 5%.
Divergences in respect of other properties / special orders
the case of all other technical properties whose tolerances are not described in the foregoing, the
supplier accepts no liability in respect of minor divergences provided that the goods delivered are
suitable for the application foreseen in the order. Buckling of paper or cardboard is not considered
to be a hidden defect. Buyers placing special orders are obliged to take delivery of the volume they
originally ordered even if as much as 10% of that order should demonstrate minor divergences while still
being suitable for fulfilling the same purpose as that foreseen for the paper and/or cardboard ordered.
Minor divergences in strength, calliper, shade, smoothness, etc. are not considered to be defects.
When levels of moisture and humidity
are normal, the following dimensional divergences are permissible in respect of the length and width
of formatted paper:
on cross cutter (gross format): min. ± 2 mm or + 4 mm*
on 4-sided guillotine: min. ± 1 mm or + 2 mm*
± 2 mm
Should the buyer be unable to accept any dimension less than that quoted and provided that this fact
has been stated in the order.
No charge is made in respect of reusable pallets
used for standard packing or non-returnable pallets for production orders. A supplementary charge is
levied in respect of other packing that entails additional expense or work in comparison with standard
packing. This also applies to production orders requiring twin pallets. Normal packing materials such
as paper, wood and cardboard are non-returnable.
Pricing and invoicing
9.1 Calculations in respect of
production orders for cut-sheet paper are normally based on 100 kg net, including the weight of packaging.
Rolls are calculated on gross rather than net weight.
for cut-sheet production orders is based on the theoretical weight per 1000 sheets. In the case of extra-heavy
papers, the maximum charge made is that shown for excess weight in Point 3 above (max. 102%). Excess
weight is calculated separately per cut-sheet format and grammage on the basis of the weight agreed
for the shipment overall.
9.3 Prices and terms of shipment
are subject to alteration up to the time of delivery.
10.1 Unless agreed otherwise, domestic shipments
are effected carriage paid to the delivery address quoted in the order confirmation.
a rule, shipments by truck are made to the consignee’s ground floor goods entrance. If goods must be
transported to the upper floors or basement level of a building, a supplementary charge is made to cover
the extra work entailed in unloading. Special deliveries and shipments are invoiced separately.
are shipped as soon as they are ready for dispatch as per the delivery date confirmed. If the buyer
is unable to take delivery of a shipment, storage is charged at cost after 7 days subsequent to the
goods becoming ready for dispatch.
10.3 In the absence
of any agreement to the contrary, shipments abroad are effected ex works Grellingen (Incoterms 2010).
All risks to the goods while in transit are
borne by the buyer. Any transport damage must be reported to the shipping company immediately on receipt
of the goods and recorded when the carrier’s delivery note is signed. No liability can be accepted for
transport damage that is reported at a later date.
Terms of payment
12.1 All prices are quoted net in the
agreed currency; they include packing, but exclude all import charges, value-added taxes, customs duties
and any other official levies.
12.2 On expiry of the
agreed deadline for payment, the invoice amount becomes due for immediate payment and the customer falls
immediately into arrears without any need for notification to this effect to be made. The supplier is
entitled to charge interest on arrears to the amount customary at the customer’s place of business.
12.3 Should the customer fall into arrears or should
circumstances occur subsequent to the purchase agreement being entered into which give rise to justified
concern that the customer will not make payment either on time or in full, the supplier is authorised
to suspend fulfilment of his contractual obligations and to demand that the customer provide security
(e.g. a bank guarantee).
12.4 Should a situation arise
as detailed in Point 12.3 above and should the customer provide no security, the supplier is entitled
to withdraw from the agreement and to demand compensation.
13.1 The customer is obliged to inspect the goods
on receipt to ensure that they comply with the order confirmation. Any defects that are apparent when
incoming goods are thus inspected must be reported in writing within 5 days of receipt of the shipment.
Should hidden defects become evident at a later date, these must be reported in writing immediately
they are determined.
13.2 The buyer is entitled to request
reimbursement of any proven difference in value between the goods ordered and those supplied or to request
replacement of the goods supplied by other goods of full equivalent value within an appropriate timeframe
This entitlement excludes all and any other claims and is dependent upon the buyer returning to the
supplier the goods about which complaint has been made. In the event of a justified complaint and the
buyer’s opting for replacement of the goods received, the supplier undertakes to accept the cost of
transport for returning the original goods and to replace these in so far as this should be possible.
13.3 Complaints about goods that have been delivered
do not exempt the buyer from his obligation to effect payment if the goods remain in his possession.
All warranty rights expire 1 year after delivery of the products.
Disruptions to business / liability
14.1 All manner of
disruption to the supplier’s business, factors that negatively impact his production, impediments to
transport and/or difficulties in procurement result in all deadlines and targeted dates being postponed
by the length of such disruption to the supplier’s business.
supplier is liable for damage that it has caused intentionally or through its gross negligence as well
as for culpable injury to life, limb or health. Any further liability, for whatever legal reasons, in
particular due to the infringement of duties arising from contractual obligations and from impermissible
actions, is ruled out. Therefore, the supplier is specifically not liable for direct and/or indirect
damage, e.g. for damage caused by loss of production, loss of use, loss of orders, lost profit and consequences
of faults at third parties that were not caused intentionally or through gross negligence. Moreover,
liability is also ruled out in respect of persons that the supplier has appointed to assist in the fulfilment
of its obligations. Liability is reserved under mandatory law, in particular in accordance with the
Product Liability Act.
Retention of title
15.1 The supplier retains ownership
of the goods he has delivered until payment has been received in full in respect of all his claims on
the buyer pertaining to the business transaction in question.
buyer is entitled to process or resell such goods as part of his regular business activities. Processing
goods that are subject to retention of title does not imply that ownership of said goods has passed
to the buyer. If such goods are processed into a new object together with other materials that do not
belong to the buyer, the supplier acquires co-ownership of the new object in proportion to the value
of the goods to which retention of title applies.
buyer assigns to the supplier all claims arising from the resale of goods that are wholly or partially
subject to retention of title whether these have been processed or not. This assignment is made in order
to compensate for the retention of title which becomes invalid with resale and as security for the supplier
up to the value of the goods subject to retention of title. Should the supplier so require, the buyer
is obliged to inform his own customers of this assignment.
the value of the security given to the supplier as a result of the above provisions exceed the value
of the supplier’s claims upon the buyer, the supplier is obliged to release an appropriate proportion
of this security.
15.5 The buyer must insure goods that
are subject to retention of title against loss and damage. The buyer must also inform the supplier immediately
concerning any measures taken by third-parties which run counter to the retention of title (e.g. pledging
of goods that are subject to retention of title).
supplier is entitled to withdraw from the contract and to take back the goods subject to retention of
title whether these have been processed or not in the event of one of the cases stipulated in Point
12.3 of the current Terms and Conditions occurring. Should the supplier take back the goods after such
goods have been processed by the buyer and then sell these goods to a third-party, the supplier shall
be obliged to pay to the buyer the difference between the sales price of the goods
before and after processing.
Jurisdiction / applicable law
16.1 All disputes arising
from or in connection with these General Terms and Conditions of Sale and Delivery and from or in connection
with all business transactions between the supplier and customers shall be decided exclusively by a
court at the supplier’s registered place of business .
such disputes are subject solely to Swiss substantive law (Code of Obligations) to the exclusion of
all and any international treaties, particularly the United Nations Convention on Contracts for the
International Sale of Goods (“Vienna Convention”).
Terms and Conditions of Sale and Delivery of Ziegler Paper Mill, version 01.2014
English-language General Terms and Conditions of Sale and Delivery have been translated from the original
German. In the event of any divergence between these two versions, the German-language version shall