General Terms and Conditions of Business

General Terms and Conditions of Business of Papierfabrik Netstal AG,

legally represented by the Managing Director, Industrie Kleinzaun, CH-8754 Netstal

1. Scope

2. Offers and entering into contracts

3. Prices and payment

4. Shipping, packaging, passing of risk, acceptance and quantity

5. Production-related quantity tolerances

6. Basis weight tolerances

7. Sheet tolerance number per package

8. Quality variations

9. Variations in the case of other characteristics, customized products

10. Warranty

11. Liability for damages due to culpability

12. Packaging

13. Pricing and invoicing

14. Deliveries and delivery time

15. Transport operations

16. Reservation of title

17. Terms and conditions of payment

18. Business interruptions

19. Place of jurisdiction

1. Scope

The General Terms and Conditions of Business apply to all paper forms of Papierfabrik Netstal AG, hereinafter referred to as

the Products. All Products are supplied in compliance with the stock composition and weight standardization. This does not

apply to special types the basis weight and other characteristics of which are determined by technological conditions.

2. Offers and entering into contracts

(1) All the Seller’s offers are subject to change without notice and are non-binding provided they are not expressly stated as

binding or are not subject to a certain acceptance period.

(2) Solely the contract of purchase entered into in writing by the Seller and Buyer, including these General Terms and

Conditions of Delivery, is authoritative in respect of the legal relations. Such a contract reflects all agreements in full between

the contracting parties with regard to the subject matter of contract. Verbal assurances on the part of the Seller prior to entering

into this contract are legally invalid, and verbal agreements of the contracting parties shall be replaced by the written contract

provided they do not expressly state that they are to continue to apply with binding force. Supplementary information regarding

and amendments to the agreements that have been concluded, including these terms and conditions of business, are subject to

the written form in order to be deemed valid. With the exception of managing directors or authorized signatories, the Supplier's

employees are not entitled to conclude verbal agreements to the contrary of these General Terms and Conditions of Business.

Forwarding by fax is sufficient to meet the written form requirement. In other respects, forwarding by telecommunication, in

particular by e-mail, is not sufficient.

(3) The Seller’s specification regarding the subject matter of delivery or performance (e.g. weights, measurements, service

values, loads, tolerances and technical data) as well as our presentations of the same (e.g. drawings and illustrations) are only

approximately authoritative provided the use proposed in the contract does not specify that these are to correspond exactly.

They do not constitute any warranted characteristics but rather are delivery or service descriptions or identifications. Variations

that are customary in the trade and variations that apply as a result of legal requirements or illustrate technical improvements,

as well as the replacement of parts with equivalent parts are permitted provided they do not have a detrimental effect on the use

as proposed in the contract.

(4) The Seller reserves ownership of or copyright to all offers and cost estimates it makes and to the drawings, diagrams,

calculations, leaflets, catalogs, models, tools and other documents and aids made available to the Customer. The Customer may

neither make these items available to third parties as such nor in terms of their content, disclose them or use them or arrange for

third parties to use them without express approval of the Seller. At the Seller’s request, the Customer is to return such items in

full to the Seller, and destroy copies that may have been made, if they are no longer required during the normal course of

business or if negotiations no longer lead to the entering into of a contract.

3. Prices and payment

(1) The prices apply to the service and delivery scope set out in the order confirmations. Additional or special services shall be

charged separately. The prices are to be understood in CHF plus packaging as well as the statutory value added tax, in the case

of export deliveries, customs duties and charges and other public levies.

(2) Invoice amounts are payable within fourteen days without any deductions provided nothing to the contrary is agreed upon

in writing. The issue date of the invoice is authoritative with regard to the payment date. Checks shall only be deemed payment

once they have been honored. If the Customer fails to pay on the due date, the outstanding amounts shall accrue 5 % interest

p.a. from the due date. This does not affect asserting higher interest rates and claims for greater damage in the event of default.

(3) Setting off using the Customer's counterclaims or the retention of payments regarding such claims shall only be permitted

insofar as the counterclaims are undisputed or have become res judicata.

(4) The Seller is entitled to provide outstanding deliveries or render outstanding services only subject to advance payment or

the provision of security if, after concluding the contract, knowledge of circumstances is gained that is capable of significantly

reducing the Customer’s credit standing and which jeopardizes payment of the outstanding claims of the Seller by the

Customer resulting from the respective contractual relationship (including from other individual orders that are subject to the

same skeleton agreement).

(5) Insofar as more than 4 months lapsed between conclusion of the contract and the delivery/completion date, the Seller shall

be entitled to pass on such price increases to the Customer in full in the event of material price increases of more than 100 %

and increases in raw material and energy prices of more than 100 % occurring once an order has been placed. The Customer

shall be entitled to cancel the contract if the price increases exceed a reasonable level.

4. Shipping, packaging, passing of risk, acceptance and quantity

(1) In all cases, the goods shall travel at the Buyer’s risk, including if they are sold “Carriage paid to place of receipt.” In the

case of sales that are “Carriage paid", “Free shore,” “Freight paid” or “CIF” domestic stations, the Seller shall only bear the

normal freight costs or, in the case of sales “FOB,” “Barge paid” or “Free on Rail,” only the normal delivery costs, while all

surcharges and demurrage or other costs incurred shall be borne by the Buyer. The Seller shall determine the transport route

and means of transport unless the Buyer has made provisions to this effect in good time. The Seller is free, in particular, to

decide whether the transport shall be direct or indirect and with or without transshipment. The Seller shall neither be liable for

delays in transport nor for the full utilization of the loading space or the cheapest transport.

(2) The type of shipping and packaging shall apply subject to the Seller’s best judgment. Packaging that results in additional

costs and effort compared to the standard packaging shall be subject to a surcharge. Standard packaging materials such as

paper, wood, cardboard and other materials shall not be taken back.

(3) Risk shall pass to the Customer at the latest upon hand-over of the delivery item (whereby the start of the loading procedure

is authoritative) to the forwarding agent, carrier or other third party determined to send the consignment. This also applies if

partial deliveries are made or the Seller has assumed other services (e.g. shipping). If the shipping, or the hand over, is delayed

as a result of a circumstance the cause of which is the Customer’s responsibility, risk shall pass to the Customer from the day

on which the Seller is ready to dispatch and has notified the Customer in that respect.

(4) Goods may only be collected following prior notification; at least 48 hours in advance. If the goods are not collected as

notified, the Seller shall charge a one-off handling fee of CHF 60.00 for each transaction and CHF 2.50 for each pallet and day.

(5) The Seller shall only insure the consignment against theft, breakage, transport, fire and water damage or other insurable

risks at the Customer’s express request and cost.

(6) The Seller may provide surplus or shortfall weights or quantities up to 5%. Solely the original dispatch weight and original

tare are authoritative. In the case of differences of opinion regarding the weight of the delivered goods, the weight determined

upon dispatch by the railway authorities or the forwarding agent (shipping company) entrusted with the loading of the goods

shall be authoritative. In other respects, the regulation shall be made in accordance with existing practices.

(7) Insofar acceptance is to be conducted, the object of sale shall be deemed accepted if

a) The delivery has been completed and the Seller has informed the Customer of this with reference to the fiction of

acceptance and has requested acceptance,

b) Twelve working days have passed since delivery,

c) The Customer has started to use the purchased item (e.g. has put the delivered item into operation) and in this case six

working days have lapsed since delivery and the Customer has failed to accept the item during this period for a reason

other than a defect reported to the Seller and which makes it impossible to use the purchased item or significantly impairs

its use.

5. Production-related quantity tolerances

a) Products for the manufacturer’s usual qualities, grammages and formats:

Under 6 tons minimum number of pallets + minimum delivery weight by agreement, 6 - 9 tons +/- 5 %, 10 - 20 tons +/- 4

%, from 20 tons +/- 3 %

a) The following applies to customized Products and non-standard basis weights:

Minimum number of pallets + minimum delivery weight by agreement

6. Basis weight tolerances

In accordance with agreed specification. Otherwise, the applicable basis weight tolerance is +/- 5%.

7. Sheet tolerance number per package

The stated number of sheets per package unit may not vary by more than +/- 5%.

8. Quality variations

Minor variations in strength, thickness, color or smoothness etc. are reserved.

9. Variations in the case of other characteristics, customized products

With regard to any other technical characteristics the tolerances of which are not specified above, the Seller shall not be liable

for minor variations provided the delivered goods are suitable for the purpose that was intended when the order was placed.

The Buyer of customized products also undertakes to accept the originally ordered order quantity if it contains minor variations

of up to 10% but is suitable for the same purpose as the ordered papers.

10. Warranty

(1) The warranty period is one year from delivery or, provided acceptance is required, from acceptance.

(2) The delivered items are to be inspected with due care without delay following delivery to the Customer or the third parties

determined by the Customer. They shall be deemed approved if the Seller has not received notification of defects in text form

regarding obvious defects or other defects that were identifiable in the case of a careful inspection performed without delay

within seven workdays following delivery of the delivery item or otherwise within seven workdays once such a defect has been

identified or the time in which the defect was identifiable by the Customer in the case of normal use of the delivery item

without a more detailed inspection, in the form determined in Section 2(2), Sentence 6. At the Seller’s request, a delivery item

about which a complaint has been made is to be returned freight-free to the Seller. In the case of justified notification of

defects, the Seller shall reimburse the cost of the most cost-effective shipping route; this shall not apply provided the costs

increase because the delivery item is at a location other than the location of the use as per agreement.

(3) In the case of material defects regarding the supplied items, the Seller is obliged, and entitled, to initially provide

subsequent improvement or replacement at its discretion within a reasonable period. In the event of failure, i.e. the

impossibility, unacceptability, refusal or inappropriate delay of the subsequent improvement or replacement, the Customer may

withdraw from the contract or appropriately reduce the purchase price.

(4) If the defect is attributable to culpability on the part of the Supplier, the Customer may claim for damages in accordance

with the certain preconditions laid down in Section 10.

(5) In the case of defects in parts of other manufacturers that the Supplier cannot rectify due to license law or actual reasons,

the Supplier shall, at its discretion, assert its warranty claims against the manufacturers and suppliers on the account of the

Customer or assign these to the Customer. Warranty claims against the Supplier shall only apply in the case of such defects in

accordance with the other preconditions and in accordance with these General Terms and Conditions of Delivery if asserting

the above-mentioned claims against the manufacturer and Supplier is unsuccessful in court or, for example, has no prospects of

success as a result of insolvency. The period of limitations of the affected warranty claims of the Customer against the Seller

shall be suspended during the period of the legal dispute.

(6) The warranty shall be inapplicable if the Customer alters the delivery item or makes arrangements for third parties to alter it

without the Supplier’s consent and rectifying the defect is impossible or is hampered to an unacceptable extent as a result of

such alteration. In any case, the Customer shall bear the additional cost of rectifying the defect caused by such an alteration.

(7) Delivery of used items agreed upon with the Customer in an individual case shall apply by way of exclusion of any


11. Liability for damages due to culpability

(1) The Seller’s liability for claims for damages, irrespective on whichever legal grounds these are based, in particular due to

impossibility, default, inadequate or wrong delivery, breach of contract, violation of obligations in the case of contractual

negotiations and unlawful acts, is restricted in accordance with this Section 8 provided culpability is relevant in that respect.

(2) The Seller shall not be liable in the event of minor negligence on the part of its executive bodies, legal representatives, in

the case of gross negligence on the part of its non-executive employees or other vicarious agents and insofar as the matter does

not involve the violation of key contractual obligations. The obligation to deliver in good time and without faults as well as

consulting, protection and care obligations, which should enable the Customer to use the subject matter of delivery as per

agreement or are aimed at protecting life and limb of the personnel of the Customer or third parties or protect the Customer’s

property against considerable damage are considered key contractual obligations.

(3) Insofar as the Seller is liable for damages in accordance with Section 10(2) on merit, such liability shall be limited to

damage that the Seller had foreseen upon concluding the contract as a possible consequence of a breach of contract or which it

should have foreseen with consideration given to the circumstances of which it was aware, or of which it should have been

aware, in the case of applying care that is customary in the trade. In addition, indirect and consequential damage as a result of

defects in the delivery item shall only be subject to compensation provided such damage is typically to be expected in the case

of using the delivery item as per agreement.

(6) In the case of liability for minor negligence, the obligation to provide compensation on the part of the Seller for material or

personal damage shall be limited to an amount CHF 1,000.00 for each case of damage, including if key contractual obligations

are violated.

(7) The above liability exclusions and restrictions apply to the same extent in favor of the executive bodies, legal

representatives, salaried employees and other vicarious agents of the Seller.

12. Packaging

The type of shipping and packaging shall apply at the Supplier’s best judgment. Packaging that results in additional costs and

effort compared to the standard packaging shall be subject to a surcharge. Standard packaging materials such as paper, wood,

cardboard and binding materials shall not be taken back.

13. Pricing and invoicing

(1) In the case of customized production of format papers, invoicing shall generally be for each net 100 kg, whereby the

packaging envelope shall also be weighed. Gross shall apply to net in the case of production in rolls.

(2) Invoicing for the production of format paper is based on the actual weight. In the case of overweight paper, no more than

the overweight stipulated in sub-section 3 shall be invoiced. Surplus weight of just 2% for uncoated papers and coated papers

in formats with weights of 60 gr/m2 and more is an exception in that respect. The surplus weight tolerance within the meaning

of sub-section 3 of 5% shall also apply to these provided the Customer issues special packaging instructions (with the

exception of gummed, coated and glued papers).

(3) Amendments to prices and the terms and conditions of delivery are reserved.

14. Deliveries and delivery time

(1) Goods shall be delivered ex works.

(2) The periods and dates for deliveries and services for which the Seller holds out prospects shall apply, at all times, on an

approximate basis unless a fixed period or a fixed date has been assured or agreed upon on a fixed basis. Insofar as shipping

has been agreed upon, the delivery periods and delivery dates refer to the time of the hand over to the forwarding agent, carrier

or other third parties entrusted with the transport.

(3) Irrespective of its rights resulting from default on the part of the Customer, the Seller may request that the Customer extend

or postpone delivery and service periods by the period in which the Customer fails to honor its contractual obligations to the


(4) The Seller shall not be liable for the impossibility of the delivery or for delivery delays insofar as these have been caused by

force majeure or other events that were unforeseeable at the time of concluding the contract (e.g. any kind of operational

disruptions; difficulties in respect of material or energy procurement; transport delays; strikes; lawful lockouts; workforce,

energy or raw material shortages; difficulties in procuring the necessary official licenses; administrative measures or the

lacking, incorrect or untimely delivery by suppliers), which are not the Supplier’s responsibility. Insofar as such events

significantly hamper or render impossible the delivery or service by the Seller, and the hindrance is not merely of a temporary

nature, the Seller shall be entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or service

periods shall be extended or the delivery and service dates shall be postponed by the hindrance period plus a reasonable start-up

period. Insofar as acceptance of the delivery or service is unacceptable to the Customer as a result of the delay, the Customer

may withdraw from the contract by way of a written declaration directed to the Seller without delay.

(5) The Seller shall be entitled to provide partial deliveries if

b) The Customer can use the partial delivery as part of the purpose intended in the contract,

c) Delivery of the remaining ordered goods is guaranteed, and

d) As a result the Customer does not incur considerable additional expenses or additional costs (unless the Seller states that it

is willing to assume such costs).

(6) The Seller shall be entitled to deliver alternative Products - of the same type and quality - or withdraw from the contract if

the Seller is unable to deliver the contractual items through no fault of its own.

(7) If the Seller defaults in performance or service, or if the Seller is unable to provide a delivery or render a service for

whichever reasons, the Seller’s liability shall be limited in accordance with Section 8 of these General Terms and Conditions of


(8) Domestic deliveries

In the absence of agreements to the contrary, domestic deliveries shall be made by truck free to the recipient’s premises (ground

floor, incoming goods of the recipient). A surcharge shall be levied for difficult unloading. Special deliveries and transport shall

be charged at cost. Additional costs shall be invoiced for express deliveries. If the Buyer fails to collect the goods once they

have been completed or postpones the due delivery, the Seller shall be entitled to store the goods at the Buyer’s expense or

charge storage costs if the Seller stores the goods in its own warehouse.

(9) Exports

Exports are subject to the shipping conditions laid down in the individual order confirmations.

(10) Goods may only be collected following prior notification; at least 48 hours in advance. If the goods are not collected as

notified, the Seller shall charge a one-off handling fee of CHF 80 for each transaction and CHF 2 for each pallet and day.

15. Transport operations

Goods shall be transported at the Buyer’s risk. Any transport damage is to be reported to the transport company in writing upon

receipt of the goods. No liability can be accepted for transport damage reported at a later date.

16. Reservation of title

(1) We reserve the right to ownership of the supplied goods up until payment in full of the purchase price of such goods. During

the existence of reservation of title, the Buyer may not sell the goods (hereinafter: reserved goods) or otherwise dispose of

ownership in that respect.

(2) In the event of third-party intervention regarding the reserved goods, in particular by a bailiff, the Buyer shall draw

attention to our ownership and notify us without delay so that we can assert our ownership rights.

(3) In the case of breach of contract on the part of the Buyer, in particular in the event of default in payment, we shall be

entitled to demand the return of the reserved goods provided we have withdrawn from the contract.

17. Terms and conditions of payment

If not otherwise defined, 14 days without deductions from the date of invoice. Any payment charges shall be borne by the

Buyer. Interest on arrears shall be charged if payment is overdue.

18. Business interruptions

Business interruptions of any kind and cause that have a detrimental effect on production, as well as transport hindrances and

supply shortages, shall result in an extension of all deadlines and postponement of all dates by the duration of the operational

hindrance or interruption. No claims for damages can be asserted as a result.

19. Place of jurisdiction

The Seller’s legal domicile is deemed the place of performance and place of jurisdiction for all claims. Swiss law applies.

Status: May 2023

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