Terms & Conditions of Sale
NewPage prides itself in providing quality printing, converting papers, and coatings. The following includes the terms of our warranty, the circumstances under which we will honor claims, procedures for making claims, limitations and exclusions of the NewPage liability and other terms and conditions, which will apply to you if you order from NewPage.
By your indication of acceptance below, or by your acceptance of the delivery of NewPage paper or other NewPage products you agree to be bound by and accept these terms and conditions. These terms and conditions may be changed by NewPage, at any time, at the sole discretion of NewPage, by publishing the revised terms and conditions on the NewPage website. If you and NewPage are parties to a separate written agreement with terms and conditions inconsistent with these, the terms and conditions of that written agreement, while it is in effect, shall control.
Order confirmation is subject to credit approval, without having it noted on the order confirmation. NewPage reserves the right to withhold shipment if credit approval is not authorized.
The Warranty
NewPage products are sold with the following warranty. NewPage warrants, to its original customer only, that its products will meet the NewPage specifications under normal storage and use conditions for a period of one (1) year from the date of manufacture for paper and six (6) months from the date of manufacture for coatings. This warranty is made only to our customer, and does not extend to anyone to whom the product is sold after it is purchased from us. If the NewPage products do not conform to this warranty, then NewPage will provide its customer with new product that meets specifications. If for some reason NewPage is unable to replace the defective product, then NewPage will refund the purchase price. These are the exclusive remedies for breach of warranty. The sole purpose of these exclusive remedies is to provide our customer with free replacement of defective product or a refund of its purchase price. These exclusive remedies shall not be deemed to fail of their essential purpose as long as NewPage is willing to replace the defective product or refund its purchase price. The prices charged for the NewPage products are based upon the exclusive limited warranty stated above, and upon the facts that:
(a) NewPage makes no other warranty, express or implied, in connection with its products, its services or any advice it gives;
(b) NewPage specifically disclaims the implied warranties of merchantability and fitness for a particular purpose; and
(c) NewPage specifically disclaims liability to its customer or to anyone purchasing from its customer for any special, indirect, incidental or consequential damages arising out of the sale or delivery of NewPage products, services or advice, whether in contract, negligence, tort or otherwise.
Claims Procedure
All claims involving NewPage products must be made in strict accordance with the procedures set forth in this document. Failure to follow these procedures will result in a disallowance of a customer's claim. Any claim for shortages must be made by a customer within ten (10) days after the date of delivery to the customer. All other claims must be submitted within sixty (60) days after the date of delivery, or in the case of breach of warranty, within sixty (60) days after the date within the warranty period on which the defect is or should have been discovered. Failure to provide that notice prevents NewPage from making a prompt investigation, and unfairly hampers NewPage in its assessment of the circumstances. Therefore, customer acknowledges that the failure to provide a timely notice will bar any claim. Any action for breach of any of the NewPage obligations must be commenced within thirteen (13) months from the date of the tender of delivery by NewPage, or, in the case of a claim based upon breach of warranty, within thirteen (13) months from the date within the warranty period on which the defect is or should have been discovered by Buyer, whichever is earlier. In the case of shipments by truck, Buyer is to note shortages on the bill of lading, and in the case of shipments by rail, Buyer is to note shortages on the packing list affixed to the inside of the car. The bill of lading or packing list should then be sent to the NewPage customer service department for verification. In many cases, the NewPage technical field service department will be able to help you.
Enlist the aid of this department through your sales office or by email to MPD_FieldTechServices@newpagecorp.com when the occasion demands.
When a complaint occurs, forward the following information to NewPage immediately:
(a) The NewPage order number (found on invoice or shipping manifest);
(b) The NewPage run number or tracking number (which will be stenciled on the package);
(c) The operator number (stamped near the run and checker's number on regular cartons, and on junior cartons, the opposite corner from the run number);
(d) The NewPage invoice number and date;
(e) Railroad car number (found on the invoice);
(f) The grade of paper or description of product;
(g) The size and weight;
(h) The number of skids, cases, cartons or rolls involved;
(i) The details concerning the nature of the complaint.
If a customer discovers a problem with a NewPage product while it is being processed, the customer should stop all processing and notify NewPage immediately. Customers who fail to stop all processing and notify NewPage or resume processing against the advice of NewPage do so at their own risk.
Returns
NewPage is under no obligation to accept any paper or coatings returned for credit. Nonetheless, NewPage will consider giving a credit for return under the following circumstances:
- If NewPage authorizes any product to be returned, the customer must return or ship the product freight prepaid.
- If freight was allowed on the original shipment to the customer, the amount of the allowance shall be reimbursed by the customer or deducted from the net amount credited to the customer for the return.
- All first quality products authorized for return will be subject to a standard charge of $20.00 cwt for handling and packing.
- If the paper returned is a special size, and must be cut to a standard size, the customer will receive credit only for the net or standard size tonnage at the NewPage price as in effect on the date the paper was originally shipped to the customer, less $20.00 cwt for handling and packing.
- NewPage will not accept any paper for return without the prior written consent of NewPage.
Guidelines
The following are situations where problems a customer experiences do not arise from a failure of the paper to meet specifications:
- Conditioning: NewPage products are packaged in moisture resistant barriers to maintain dimensional stability and levelness during shipping and storage. Because of the wide range of conditions to which paper may be subjected after unpacking, NewPage is not responsible for changes to the paper caused by humidity and/or temperature or other conditions in the customer's plant after the paper has been opened.
- Grade Selection: The responsibility for grade selection lies with the customer or the end user. The failure of a particular grade to fulfill the expectations of a particular end user is not the failure to conform to specification.
- Operating Conditions: NewPage is not responsible for the use of paper or coatings with defective equipment or equipment which is improperly operated or maintained. NewPage is also not responsible for the use of paper in conjunction with defective or inappropriate printing raw materials, such as inks and fountain solutions.
- Short Grain Paper: Because of the inherent difficulty of maintaining dimensional stability when printing short grain paper, any associated problems, such as mis-registering or wrinkling, will not be deemed to be a failure of paper to conform to specification.
- Sheeting and Trimming: NewPage is not responsible for finishing related defects when paper has been sheeted, trimmed or re-trimmed after leaving the mill, or for web grades printed in sheet form.
Payment
Payment for the NewPage products is due as provided in the invoices for the products. Failure to pay within that time will result in a carrying charge at a rate of 1.5% per month. In any action to recover the purchase price, the prevailing party shall be entitled to be reimbursed for its costs, including its reasonable attorney's fees.
Taxes
Prices do not include sales or delivery taxes. If NewPage is required to collect such taxes or similar governmental charges, the amount of such taxes or other governmental charges shall be payable by the NewPage customer. If necessary, a customer may be required to provide to NewPage a valid resale certificate or other document acceptable by the appropriate taxing authority to release NewPage from charging and collecting applicable taxes or other governmental charges.
Freight Risk of Loss
Prices are and delivery is made F.O.B. shipping point. NewPage, however, offers a TLC program to assist you in the processing of freight claims.
NewPage Specifications, Technical Data
NewPage retains all right and title to (including all intellectual property rights embodied or contained in) any specifications, drawings, plans, notes, instructions, engineering notices, or technical data of NewPage furnished to its customers, and its customers may not disclose such documents or the information therein to any party other than NewPage or a party duly authorized by NewPage. Upon the request of NewPage, specifications, drawings, plans, notes, instructions, engineering notices, or technical data shall be promptly returned.
Infringement
If NewPage manufactures or supplies its products from a design, pattern, plan, drawing or other specification provided by the customer, the customer agrees to indemnify and hold NewPage harmless from any claim made against NewPage for patent, trademark, copyright, trade secret or other proprietary right infringement or violation arising from the NewPage use of such specification.
Export
Any order for the NewPage products that is to be exported is subject to the NewPage ability to obtain export licenses and other necessary papers within a reasonable period. The NewPage customer must furnish all Consular and Customs declarations and will accept and bear responsibility for penalties resulting from errors or omissions thereon. The NewPage customers must not re-export NewPage products or goods or items which incorporate them if the re-export would violate United States export laws.
Contingencies
NewPage is not liable for any default or delay in performance if caused, directly or indirectly, by acts of God, force of arms, fire, the elements, riots, labor disputes, picketing or other labor controversies, sabotage, terrorism, civil commotion, accidents, any governmental action, prohibition or regulation, delay in transportation facilities, shortage or breakdown of or inability to obtain or non-arrival of any labor, material or equipment used in the manufacture of the products, failure of any party to perform any contract with NewPage relative to the production of the products or any cause whatsoever beyond the control of NewPage, whether or not such cause be similar or dissimilar to those enumerated.
Law and Jurisdiction
The sale and delivery of NewPage products shall be deemed to have taken place in and shall be governed and construed in accordance with the internal laws of the State of Ohio applicable to agreements made and wholly performed therein (excluding principles of conflict of laws). Any claim arising from the sale of NewPage products shall be exclusively venued in Montgomery County, Ohio.
FLSA, OSHA Compliance
NewPage certifies that products it manufactures will be produced in compliance with all applicable requirements of Section 12 of the Fair Labor Standards Act, as amended, of Sections 204(c), (d), 301-305, 401-403 and 501 of the Fair Labor Standards Amendments of 1966, and of regulations and orders of the United States Department of Labor issued under Section 501 thereof, and of Section 5(a) of the Occupational Safety and Health Act of 1970, as applicable to the manufacture of such products.
Equal Opportunity
If the NewPage products are to be used in the performance of government contracts and their dollar value in any one (1) year exceeds $10,000, then: "In connection with the performance of work under this contract, NewPage agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin, and shall take affirmative action to employ and advance in employment qualified individuals with disabilities and qualified special disabled veterans and veterans of the Vietnam era. The aforesaid provision shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. NewPage agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause." Where the dollar value of the products in any single year exceeds $50,000, NewPage shall attach a copy of the complete text of the Equal Opportunity Clause, as promulgated by Executive Order 11246, dated September 24, 1965.
Entire Agreement
These terms and conditions and the terms of the NewPage Invoices embody the entire agreement of the parties related to the sale of the NewPage products and supersede any and all prior oral or written agreements with respect to such products except for any written agreement signed by Buyer and NewPage which is in effect at the time of sale and applies to such sale. The willingness of NewPage to sell its products is expressly made conditional on your assent to these terms. NewPage objects to all additional or differing terms contained in any purchase order or other document transmitted in writing or by any electronic or telephonic means by Buyer. Nothing on the NewPage web site is intended as, nor shall it be construed as, an offer. NewPage shall not be bound to sell any product unless NewPage accepts in writing or by electronic or telephonic means an order from Buyer. Any amendment or modification of this Agreement must be in writing and signed by NewPage or posted on the NewPage web site.
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