Each order acknowledgement and each invoice is subject to the following general terms and conditions of sale.

All prices and terms are in accordance with the current sales practices of Spruce Falls Inc., operating as the Tembec Paperboard Group, and hereinafter referred to as the “Seller”, and are subject to change without notice.

Orders and quotations are subject to acceptance by the Seller. The Seller assumes no responsibility for orders that are not accepted and acknowledged in writing. All verbal orders must be confirmed by a written purchase order prior to production.

No order specification, the term or condition of sale or quality claim provision included in a purchase order is binding on the Seller, unless specifically accepted by the Seller inclusion in the order acknowledgment. It is the Buyer’s responsibility to review the Seller’s order acknowledgement and report any discrepancies in writing to the Seller prior to manufacture (within 24 hours).

The Seller cannot be held responsible for a problem resulting from the end use of the paperboard extending beyond the capabilities or purpose of the grade design.

No liability is attached to the Seller for failure to fulfill any commitment and agreement to sell or deliver due to fires, floods, strikes, accidents, transportation contingencies, embargoes, inadequate supply of labor, wood, coal or any other material, war, acts of God or public enemy, or any other cause beyond its control.

Based on industry tolerances, order line items* are subject to overruns and underruns:
• Up to 4,999 lb. will be subject to a variance of +/- 20%.
•  5,000 lb. to 9,999 lb. will be subject to a variance of +/- 10%.
•  10,000 lb. to 39,999 lb. will be subject to a variance of +/- 5%.
•  40,000 lb. and up will be subject to a variance of +/- 3%.

Unless otherwise specified, caliper and basis weight are subject to industry tolerance of +/- 5%. Variations in color of material supplied by the Seller shall be governed by standard rules of paper mills furnishing such material. Shades and colors will be duplicated as nearly as possible, but exact duplication is not warranted.

THIS IS THE SELLER’S SOLE WARRANTY. THE SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY THE SELLER AND EXCLUDED.

Inasmuch as the value of the goods sold hereunder may be substantially disproportionate to the value of products to be used in conjunction therewith, and, for the purpose of limiting the liability of and remedies against the Seller to an extent which is reasonably proportionate to the commercial value of this transaction, the Buyer and the Seller agree:

a.	In keeping with the course of performance and dealing, usage of the trade, and the accepted practice of the Seller, the Seller’s liability to the Buyer or anyone claiming through or on behalf of the Buyer, with respect to any claim or loss arising out of this transaction or alleged to have resulted from an act or omission of the Seller, negligent or otherwise, including failure to deliver, delay in delivery, or breach of warranty, shall be limited to an amount equal to the purchase price of the goods with respect to which such liability is claimed, or, where appropriate and at the option of the Seller, to replacement of the goods. In no event shall the Seller be liable for consequential damages, losses, or expenses arising out of this transaction;
b.	An action to recover the purchase price or to compel such replacement shall be Buyer’s sole remedy under the Uniform Commercial Code or otherwise;
c.	Except with respect to title, thirty days after delivery shall be deemed a reasonable period within which the Buyer must inform the Seller in writing of any breach of warranty or other reclaim hereunder, or thereafter be barred from any remedy thereon whatsoever;
d.	All claims by, through or on behalf of the Buyer or by others arising out of or connected with this transaction shall expire and be forever barred as against the Seller unless an action is commenced thereon in a court of competent jurisdiction against the Seller within one year after the Seller’s tender of delivery of the goods sold hereunder.

The Seller shall not be liable for any delay in or failure of performance hereunder due, to any contingency beyond its reasonable control, including an act of God, war, terrorist activity, mobilization, insurrection, rebellion, civil commotion, riot, act of an extremist or public enemy, sabotage, labor dispute, lockout, strike, explosion, fire, flood, storm, accident, drought, equipment failure, power failure, inability to obtain suitable or sufficient labor or material, delay of carrier, embargo, law, ordinance, rule or regulation, whether valid or invalid, including but not limited to priority, requisition, allocation or price control, or other cause beyond its reasonable control. Similarly, the Buyer shall not be liable for failure to take delivery of the goods for any of the above causes beyond the Buyer’s control if it renders it impossible for the Buyer to receive or use the goods. When only a part of the Seller’s or the Buyer’s capacity to perform is excused under this paragraph, the Seller or the Buyer must allocate production, deliveries, or receipt of deliveries among various customers or suppliers then under contract for similar goods during the period when the Buyer or the Seller is unable to perform. The allocation must be effected in a commercially fair and equitable manner. When either the Seller or the Buyer claims an excuse for non-performance under this paragraph, it must give notice in writing to the other party. When an allocation has been made, notice of the estimated quota made available for the Buyer or the Seller, as the case may be, must be given. The Seller shall not be obligated to sell, nor shall the Buyer be obligated to purchase, at a later date, that portion of the goods which the Seller is unable to deliver or the Buyer is unable to receive or use because of any of the aforementioned causes beyond the control of the parties. No goods are to be tendered by the Seller after the expiration of the time specified herein without the consent of the Buyer. Notwithstanding the above, goods purchased hereunder which are either completed or in process at the time of notice must be accepted by the Buyer.

Delays in securing the Buyer’s approval of necessary specifications may, at the option of the Seller, extend the date of delivery.

If the Buyer is in default of payment, the Seller has the right to immediately withhold deliveries until payment is made as well as to cancel the agreement with effect fourteen (14) days after giving notice, if the payment has then still not reached him. In addition, the Seller shall be entitled to interest on each sum defaulted on at the rate of five percent (5%) above the official discount rate or the official minimum lending rate as appropriate to the country of the Buyer. When the price is payable in a currency other than that of the Seller’s country, the Seller is also entitled to compensation if the rate of the exchange is less favorable to him on the day of delayed payment than it was on the last day when payment was due. In the case of the installment agreements such cancellation applies to the balance of the agreement including, as the Seller so elects, the shipment for which the Buyer is in default of payment.

Should the Buyer become insolvent or go into liquidation or have a receiver appointed or otherwise be found to be in such financial position that it may reasonably be assumed that he will not be able to fulfill his obligations, the Seller shall have the right to cancel the agreement forthwith and require immediate payment of the price of all goods previously shipped, and unpaid, in addition to its other rights at law or hereunder.

All orders are subject to credit review at any time prior to shipment.

All orders are accepted on the basis of price agreed upon at time of order.

Selling prices for orders are generally as follows: $/cwt, $/msf, $/ton, $/100m2. Standard freight terms are: CPT (Carriage Paid to Destination) with freight allowance limited to a maximum of US $60/st.

All orders received after a price increase announcement date, but before the effective date of a price increase, will be invoiced at the old price. This is conditional to the Seller being physically able to accept the orders for manufacture and shipment prior to the effective date of a price increase. Orders that cannot be accepted for shipment prior to the effective date of a price increase will be subject to the new price. This policy applies to all new orders and outstanding quotations made prior to the announcement of a price increase. Quotations (price and delivery) are valid for twenty-four (24) hours.

Any and all taxes or charges of any nature imposed by any federal, provincial, state or municipal authority which shall become payable by reason of the sale or delivery of the paper hereunder, shall be deemed for the Buyer’s account and the Seller shall either bill the same to the Buyer separately or add the same to the price of the paper shipped.

Payment terms may be changed at any time with or without prior notice and are those in effect at time of shipment. Any invoice not paid when due shall be subject to a late charge of two per cent (2%) per month or portion thereof. Any credit extended to the Buyer hereunder shall be subject to the Seller’s normal credit standards and approval procedures in effect from time to time, and upon request the Buyer shall provide the Seller with sufficient information for the Seller to evaluate the Buyer’s financial condition.

Refer to the “Remit to” section of the Tembec Paperboard Group’s invoices.

For information regarding Electronic ACH payment, Fedwire or Wire Transfer, contact your Inside Sales Representative.