Terms and Conditions of Sale of Georgia-Pacific Steinfurt GmbH

These Terms and Conditions of Sale apply to all offers, sales, deliveries and services between Georgia-Pacific Steinfurt GmbH ("Seller") and Buyer for the entire term of their business relationship, even if reference is not again and specifically made to these terms and conditions in subsequent contracts, provided, however, that if a separate written agreement exists between Buyer and Seller, then the terms and conditions of such agreement shall control where inconsistent with the terms and conditions contained herein only if the agreement specifically references such an override. 

  1. Payment terms: 
  2. Advance Payment/Security
  3. Seller is entitled to only execute orders placed by Buyer in return for advance payment or provision of security pursuant to Section 232 German Civil Code (BGB) if there is a justified objective reason. This is particularly the case if Seller has well-founded evidence that Buyer's financial situation is such as to endanger Seller's payment claim. Such evidence may particularly result from the execution of earlier orders of the Buyer and shall include, but not be limited to, Buyer issuing bad checks, protest of a bill (of exchange) issued by Buyer being made, Buyer making multiple late payments, and Seller determining after the contract has been executed that Buyer’s financial condition when the contract was signed did not warrant Buyer being extended credit, notwithstanding Seller’s exercise of reasonable care at the time the contract was signed. 
  4. Delivery terms; Title and Risk of Loss 
  5. Absent the written agreement of Buyer and Seller otherwise, delivery terms for shipments shall be FCA warehouse of Seller (as defined in the INCOTERMS 2010). Title and risk of loss pass to the Buyer upon leaving Seller’s facility. Buyer agrees that, regardless of any INCOTERM to the contrary, it, or its agent, will serve as importer of record, and be identified as importer of record on all required documentation including, but not limited to, the entry form (CBP Form 3461) and the entry summary form (CBP Form 7501). 
  6. Acceptance of orders by Seller
  7. All orders submitted by Buyer are subject to acceptance by Seller. All orders submitted by Buyer are subject to the terms and conditions current at the time of Seller’s acceptance of the Buyer’s order. Orders which do not originate from approved customers, which do not conform to current Seller volume or pricing policies, or which contain terms which conflict with these conditions shall be considered rejected without further notice to the originator required. In the event of a shortage of goods, Seller reserves the right to allocate available goods among customers in its own discretion. 
  8. Duty to inspect and complain
  9. Sections 377, 381 para. 2 German Commercial Code shall apply. Any claim with respect to observable defects must be submitted by Buyer to Seller in writing without undue delay and in any event within seven (7) days of date of delivery. Any claim associated with damage suffered by the products during transport shall in addition be promptly submitted in writing to the transport company/carrier. If a defect in the products was not visible at time of inspection, and only becomes apparent at a later date, then Buyer shall promptly inform the Seller of the defect at the time it is discovered, at the latest however within seven (7) days of the detection; it being expressly understood that Seller shall have no liability to Buyer for any defect in any product that may have been caused by Buyer’s improper storage of such product or for any defects discovered more than one (1) year after the date the product was delivered to Buyer (which is the average shelf-life of the products). In the event that Buyer has a claim for non-conforming goods, Buyer must remit all labels associated with the alleged non-conforming goods to Seller. 
  10. Controlling terms
  11. By placement of an order by Buyer these terms and conditions are deemed to be accepted by Buyer as taking priority over any general terms and conditions of business of Buyer. Any deviations or secondary agreements on or after acceptance of order must be confirmed in writing by both Buyer and Seller. Any understanding or obligation which deviates from these terms, such as terms contained in Buyer’s order, is rejected unless expressly agreed to by an authorized representative of Seller and confirmed in writing. Seller’s failure to object to any such additional terms shall not under any circumstances constitute an acceptance of such terms or a waiver of any terms contained herein. 
  12. Notice requirements
  13. Notices given under this agreement shall be sent by facsimile, by registered mail/receipt acknowledgement or by internationally recognized overnight courier. 
  14. Force majeure
  15. Warranties and disclaimers
  16. Product claims and liability
  17. Examination results
  18. Upon the request of Buyer, Seller shall supply examination results and a certificate of analysis for the products delivered by Seller. 
  19. Separability of shipments/contingencies
  20. Each shipment shall be deemed to be sold under a separate contract. In the event of default or any other claims based on poor performance, Seller shall only be liable for the delivery in question. This shall have no effect on any other deliveries. 
  21. Taxes; VAT
  22. Governing law and legal jurisdiction
  23. Miscellaneous
  24. Language. The parties hereto agree that the binding versions of this document and all deeds, documents or notices relating thereto are in the English language. Should you require a working copy of this document in German please contact your Seller representative or the Seller office.