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General Terms and Conditions of Sale and Delivery |General purchase conditions

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General Terms and Conditions of Sale and Delivery of Ziegler Paper Mill

1. Scope

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.

2. Quantity tolerances

The following tolerances apply in respect of manufacture, quality, weight and format for all products purchased from the supplier:

under 3 tonnes ± 20 %

from 3 tonnes ± 15 %

from 5 tonnes ± 10 %

from 10 tonnes ± 8 %

from 20 tonnes ± 6 %

from 50 tonnes ± 4 %

For special orders, special formats and non-standard weights, the following tolerances apply:

under 5 tonnes ± 20%

from 5 tonnes ± 15%

from 10 tonnes ± 10%

from 20 tonnes ± 8%

3. Grammage tolerances

A 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.

4. 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.

5. Tolerance for number of sheets per packet

The number 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%.

6. Divergences in respect of other properties / special orders

In 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.

7. Dimensional divergences

When levels of moisture and humidity are normal, the following dimensional divergences are permissible in respect of the length and width of formatted paper:

Cut on cross cutter (gross format): min. ± 2 mm or + 4 mm*

Cut on 4-sided guillotine: min. ± 1 mm or + 2 mm*

Rolls: ± 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.

8. Packing

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.

9. 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.

9.2 Invoicing 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. Shipments

10.1 Unless agreed otherwise, domestic shipments are effected carriage paid to the delivery address quoted in the order confirmation.

As 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.

10.2 Goods 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).

11. Transport

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.

12. 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. Defects

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.

14. 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.

14.2 The 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.

15. 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.

15.2 The 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.

15.3 The 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.

15.4 Should 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).

15.6 The 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.

16. 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 .

16.2 All 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”).

General Terms and Conditions of Sale and Delivery of Ziegler Paper Mill, version 01.2014

(These 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 prevail.)

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