UPM Plywood General Sales Conditions EN

UPM Plywood Oy

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Version 1 April 2020

UPM PLYWOOD OY

GENERAL CONDITIONS FOR THE SUPPLY OF PLYWOOD AND VENEER PRODUCTS AND SERVICES

1. Preamble

These General Sales Conditions shall apply to all contracts, sales

agreements and arrangements governing sales relationships

between UPM Plywood Oy and/or its Affiliates (hereinafter

referred to as the ”Supplier”) and Purchaser of plywood or veneer

Products (“Sale Agreements” or “Sales Agreement”). All

capitalised terms used in these General Sales Conditions and in

any of the Sale Agreements shall have the meanings specified for

such conditions in the Sale Agreement in question or section 16

("Definitions") or in text of these General Sales Conditions.

2. Product information; variations

Unless incorporated in the Sales Agreement by express reference,

Supplier shall have no responsibility of compliance of the

Products with any other or further requirements or standards than

the Supplier’s established quality for the Products in question.

The information and data contained in Product brochures, price

lists or similar documents are binding only to the extent that they

are by reference expressly included in the quotation or Sales

Agreement.

The Products shall comply with the laws and regulations of

Finland applicable to the manufacture, packing, sale and delivery

of such Products as of the date of the Sales Agreement and at the

date when the Products departed from Supplier’s premises

(hereinafter ”the Delivery Date”).

Unless expressly otherwise specified in the Sales Agreement,

Supplier may deliver five (5) per cent more or less of Products in

number than agreed. Purchaser shall pay for the quantity actually

delivered. All modifications to the specifications shall be

mutually agreed with the parties in writing. Due to the character

of the wood, the technologies and the coating materials used, the

Products may show variations. Such variations are beyond

Supplier’s control and shall be allowed.

3. Packing; marking; small deliveries; special deliveries

Unless expressly otherwise agreed, Supplier shall cause the

Products to be packed and marked in accordance with Supplier’s

customary methods, meaning that each package shall be suitably

protected and adequately bound to ensure safety and stability in

transit and compliance with applicable regulations, whether

statutory or otherwise. Special packing or marking arrangements

as well as small deliveries or other special deliveries are subject

to a surcharge in accordance with Supplier’s customary practice.

4. Inspection; returns

Upon receipt of the Products Purchaser shall, without delay,

using due diligence, examine the Products both as to their quality

and quantity.

Unless Purchaser notifies Supplier in writing to the contrary

within a period of two (2) weeks from the receipt of the Products,

the Products shall be deemed to have been duly received in

agreed quantity and free of any apparent or visible quality

defects. No return shall be accepted without Supplier’s prior

written authorisation.

5. Payment

Payment for the Products shall be made by Purchaser to Supplier

in such amount, currency, time and manner as are provided for in

the Sales Agreement. In case no such provision is included

therein, payment shall be made in euros (€) after the receipt of

the invoice on its due date. A payment shall be considered

effected when it is wholly and freely at Supplier’s disposal.

Failure by Purchaser to comply with the terms of payment shall

be regarded as a fundamental breach of Sales Agreement.

Further, Supplier shall be entitled to claim interest on overdue

payments from the due date until the actual payment date at the

rate specified on the invoice or, if such interest rate is not

permissible under the laws of Purchaser’s country, at the

applicable delay interest rate in Purchaser’s country.

When deferred payment has been specifically granted by Supplier,

the time for payment shall, unless expressly otherwise stated, be

calculated from the date of Supplier’s invoice.

Should the Purchaser be in default in making a payment due under

the Sales Agreement, the Supplier shall have the right to withhold

deliveries due to the Purchaser under the Sales Agreement and

under all other Sales Agreements made between the Supplier and

Purchaser until such payment is received by the Supplier. The

Purchaser shall not be entitled to contractual remedies on account

of delay in delivery caused by the exercise of the aforesaid

withholding right.

Should the Purchaser become insolvent, go into liquidation, have a

receiver appointed or be declared bankrupt, or otherwise is found to

be in such a financial position that it may reasonably be assumed

that he will not be able to fulfil his obligations, Supplier shall have

the right to cancel the Sales Agreement if the Purchaser has not

within ten (10) days after giving notice furnished a satisfactory

guarantee for his fulfilment of the Sales Agreement.

6. Delivery, passing of risk, insurance and retention of title

All references to trade terms, Passing of Risk and Insurance shall

be construed in accordance with INCOTERMS 2020 in force

from time to time and as agreed in the Sales Agreement. In

failure of such an agreement, the term of delivery shall be Free

Carrier (FCA) Supplier’s factory (Incoterms, 2020),

Supplier may refuse to make deliveries if Purchaser has any

unpaid amounts that are due, or if Supplier has reason to doubt

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Purchaser’s ability or readiness to pay. Supplier expressly

reserves the right to stop any shipment in transit and/or continue

providing any services for a reasonable cause.

The full legal title and ownership to the Products shall remain

with Supplier to the extent permitted under the laws of

Purchaser’s country until Purchaser has paid to Supplier all sums

due under the delivery of the Products. Purchaser shall give

Supplier every assistance in taking any measures required to

protect Supplier’s title to the Products or such other right in

respect thereof as the law of the country in which the Products

are situated permits Supplier to retain. Each Party retains

ownership and other rights to any Intellectual Property owned or

used by the respective Party at the time of entering into the Sales

Agreement as well as to Intellectual Property created by the

respective Party in connection with the fulfilment of the Sales

Agreement.

7. Time for delivery; delay

Supplier shall make delivery in such time as is specified in the

Sales Agreement. In case no such time is so specified, delivery

shall be made in the framework of Supplier’s customary delivery

schedule. If Supplier anticipates that it will not be possible to

deliver the Products at the agreed time, Supplier shall forthwith

notify Purchaser thereof, stating the reason for such delay, and if

possible, the time when delivery can be expected.

In the event that delivery is not effected at the time originally

agreed or during any extension period granted, for causes other

than excusable causes referred to in section 8 below or an act or

omission on part of Purchaser, and such delay continues for more

than two (2) weeks and causes actual damage to Purchaser,

Purchaser is entitled to terminate the Sales Agreement, if the

production has not started and/or Services have not yet

performed. All other claims against Supplier based on Supplier’s

delay shall be excluded.

8. Force majeure

The Supplier shall not be considered in default if its failure to

perform is attributable to any of the circumstances stated herein if

they occur after conclusion of the Sales Agreement or when they

have occurred before that time, if their effects were not clearly

foreseeable before the conclusion and they prevent, hinder or

delay the production in which the Purchaser intends to use the

Products or the Purchaser’s acceptance of the Products or the

Supplier’s production or delivery by agreed means. The

following shall be considered cases of relief (force majeure):

industrial and labour disputes and any other circumstances

including but not limited to fire; flood; mobilization; war;

insurrection; requisition; embargo; blockade; Sanctions, currency

restrictions; general shortage of labour, transport, materials,

energy and water; obstructions of railways or obstruction of

navigation by ice at port of shipment, non-delivery or faulty or

delayed delivery by the supplier of raw materials, Acts of God,

labour disputes, strikes, acts of governmental agencies, or other

commodities and any other circumstance beyond the control of

the Supplier whether or not similar to the causes enumerated

herein.

The Supplier shall without delay inform the Purchaser of the

intervention and cessation of any of the aforesaid circumstances

impeding the performance of the Supplier. If by reason of any

aforesaid circumstances the performance of the Supplier under

the Sales Agreement within a reasonable time becomes

impossible, the Purchaser as well as the Supplier shall be entitled

to cancel the Sales Agreement forthwith by written notice.

Neither Party shall be entitled to claim damages due to

cancellation of the Sales Agreement on the aforesaid grounds.

9. Defective Products

The Products and/or Services shall at the Delivery Date be of the

kind and quality specified by Supplier and comply with the

requirements and standards referred to in section 2 above. In

respect of Products manufactured by Supplier, Supplier further

confirms that the same shall meet Supplier’s standard with regard

to gluing, materials or workmanship.

Purchaser shall be obliged to notify Supplier in writing of any defects

of the Products without delay and no later than fourteen (14) days

after the date when Purchaser noticed or reasonably should have

noticed the defect. No claim for quality and/or manufacture and/or

condition will be recognized by Supplier upon any delivered items

unless a detailed and final statement of claim in written form has

been handed to the Supplier, and a notice that the Products and/or

Services are ready for inspection at one or more sites.

Purchaser shall grant to Supplier a chance to inspect the defective

Products. Supplier’s liability in respect of defective Products shall in

any event expire after 12 months from the Delivery Date. Supplier

shall have no liability for any defects which appear after 12 months

from the Delivery date or for which Purchaser makes the claim after

the expiry of 12 months from the Delivery Date. If Supplier has

delivered to Purchaser replacing Products Purchaser’s claim period

for defects shall be 12 months from the Delivery Date of the

replacing Products.

Supplier’s obligations as set forth above shall not apply to defects of

the Products and/or Services arising out of normal wear and tear or

deterioration of quality, improper storage, installation, use,

maintenance or repair, modifications made not in conformity with

Supplier’s instructions or approval, misuse, wilful or negligent

handling by Purchaser or any third party or any detrimental exposure

or accident. Supplier is not liable for defects arising out of materials

provided or a design stipulated or specified by or on behalf of

Purchaser.

This section sets forth the exclusive remedies for claims based upon

defects or failures in or nonconformity of the Products and/or

Services, whether the claim is in Sales Agreement, warranty, tort

(including negligence) or otherwise. The foregoing provisions are in

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lieu of all other warranties, whether oral, written, express, implies or

statutory. No implied or statutory warranties of merchantability or

fitness for particular purpose shall apply.

10. Limitation of liability

Defective Products shall be replaced by Products of agreed

quality as soon as possible. The replacement shall be carried out

by the Supplier without cost to the Purchaser. The Parties may

alternatively agree upon a price reduction or a reimbursement of

the price paid in order to compensate the Purchaser for the

difference in the value of Products of agreed quality and

defective Products. The liability of the Supplier shall not apply to

defects due to causes arising after the risk of Products has passed

on the Purchaser. Replacement of defective Products or a price

reduction shall exclude any other remedies of the Purchaser

pertaining to inferior quality of the Products delivered. Defective

Products replaced or reimbursed as aforesaid shall upon request

of the Supplier be placed at the disposal of or returned to the

Supplier.

The Supplier shall in no circumstances be liable for any indirect,

consequential, incidental or punitive damages or losses incurred

by the Purchaser in connection with the Products or the Sales

Agreement or otherwise, including but not limited to loss of

profits, revenue, production or goodwill.

In the event of the Supplier being liable in damages under any

Sales Agreement or otherwise, the damages shall be limited to (i)

any proven direct damages (but excluding loss of revenues or

profits) incurred by the Purchaser up to the amount equal to the

purchase price of the Products giving rise to such claim or (ii) to

10,000 euros if the liability is not arising from or relating to a

Product. The Purchaser shall use its best endeavours to mitigate

the damages arising in relation to any claim which the Purchaser

may bring against the Supplier under or in connection with any

Sales Agreement or otherwise.

In the event that the Supplier can prove that the speciﬁcation

provided by the Purchaser has been duly complied with, no

liability for damages exists.

The failure of either Party at any time to require performance by

the other Party of any provision hereof shall in no way effect the

full right to require such performance at any time thereafter. Nor

shall the waiver by either Party of a breach of any provision

hereof be taken to be a waiver of any succeeding breach of such

provision or a waiver of the provision itself.

11. Taxes, Duties and Other Fees

Unless otherwise agreed in the confirmation of the order or Sales

Agreement, the prices, fees and charges do not include, and the

Purchaser shall be responsible for payment of, VAT, any other

taxes, withholding taxes, levies, duties, charges, assessments or

fees of any nature (including interest, penalties and additions

thereto) now existing or hereafter enacted which relate to the

sale, delivery and purchase of the Products under Sales

Agreement or these General Sales Conditions.

12. Data Protection

The data necessary for Sales Agreement fulfilment is recorded in

compliance with the appropriate legal requirements. When

processing an order or providing a service, data may be

transmitted to Affiliates and third parties for the purposes of

Sales Agreement fulfilment and commissioned data processing.

Purchaser acknowledges that data may be transmitted to

countries which are not members of the European Union and

which are not in accordance with the European data protection

standards. Supplier may also use the data collected during the

business relationship with Purchaser to inform Purchaser about

the Supplier's products. In case Purchaser does not want to

receive such information, it may at any time notify Supplier

accordingly.

13. General Compliance

Purchaser shall comply with these General Sales Conditions and

conduct its business, throughout the entire supply chain in

accordance with 1) highest ethical standards, any and all

applicable legislation and regulations. Purchaser shall (a) comply

with all applicable anti-bribery laws, anti-money laundering laws

and related books and records requirements, including but not

limited to applicable anti-bribery and anti-money laundering

legislation of the countries where the Products are sold and/or

services are performed, (together “Anti-Bribery Laws”); (b)

maintain adequate written anti-corruption procedures and internal

accounting controls designed to ensure compliance by Purchaser,

its affiliates and their respective employees, directors and officers

(“Employees”) with all Anti-Bribery Laws; (c) Purchaser shall

further monitor and take reasonable measures to ensure that the

performance of its suppliers, any agents or other third parties

acting on Purchaser’s behalf in connection with the UPM

business (“Agents”) comply with all Anti-Bribery Laws; (d)

notify Supplier promptly of any breach of Anti-Bribery Laws by

Purchaser or any affiliate, Employee or Agent (a “Breach”); and

(e) take immediate and thorough actions in cases where their

performance is questioned.

Purchaser warrants that it shall comply with all applicable laws

and regulations, among others applicable Sanctions regulations

and anti-money laundering legislation as well as best industry

practices when performing its obligations under the Sales

Agreement or these General Sales Conditions, purchasing and/or

utilizing Products from Supplier, or otherwise conducting

business with UPM Plywood Oy and/or its Affiliates. Purchaser

shall cooperate fully with Supplier in any official or unofficial

audit or inspection related to applicable Sanctions regulations.

Further the Purchaser warrants that: (a) it is not a person that is

listed on, or owned or controlled by a person listed on, a

Sanctions List; and (b) to the best of its knowledge and belief, it

does not engage, without prior authorisation from a competent

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authority (where permitted), in activities that are prohibited by

Sanctions applicable to the Purchaser under the Sales Agreement

or otherwise. For the purposes of this section, “ownership” and

“control” have the meaning given to them in the applicable

Sanctions or in any official guidance in relation to such

Sanctions.

If Purchaser fails to comply with the provisions of this section,

Purchaser shall indemnify, defend and hold harmless Supplier

and its Affiliates from and against any claim, loss, damage,

liability, expense, cost of whatsoever nature arising out of or

related to, or connected with any breach of this section by its

agent or employees, consultants or customers.

14. Governing law and settlement of disputes

These General Sales Conditions as well as all Sales Agreement

shall be governed by and construed in accordance with the laws

of Finland (without reference to the conflict of law rules).

Any disputes arising out of or related to these General Sales

Conditions which Purchaser and Supplier are unable to resolve

through mutual negotiation shall be finally settled by arbitration

in accordance with the arbitration rules of the International

Chamber of Commerce arbitrators appointed in accordance with

the Rules. The arbitration shall take place in Helsinki, Finland

and be conducted in English language. Notwithstanding the

aforesaid, any dispute regarding moneys due by Purchaser to

Supplier or Supplier’s need to protect or enforce any patent,

trademark, copyright or other Intellectual Property right,

confidential information or trade secrets, or proceedings

commenced by a third party, shall allow Supplier to undertake

legal proceedings in the court of Purchaser’s domicile, main

place of business or other appropriate court.

15. Other terms

No modification, amendment, rescission, waiver or other change

of the Sales Agreement shall be binding on Supplier unless

assented to in writing by Supplier. Any representation, warranty,

course of dealing or trade usage not specifically contained or

referenced in writing in the Sales Agreement or these General

Sales Conditions shall not be binding on Supplier.

Purchaser shall not be entitled to assign the Sales Agreement or

any of its rights or obligations thereunder without the prior

written consent of Supplier. Supplier shall be entitled to assign

the Sales Agreement or any of its rights or obligations thereunder

to any companies belonging to the same group of companies with

Supplier. The Supplier shall be entitled to assign its receivables

under the Sales Agreement to any third party.

Unless expressly otherwise agreed, notices and other

communications between the parties shall be in the English

language and shall be deemed to be validly given if transmitted in

written or by e-mail, telex or telefax to the other party at the

address indicated by such party. Either party may change its

address by giving notice in writing thereof to the other party.

UPM Plywood Oy reserves the sole right at any appropriate time

to amend the terms of this document and the supplements thereto.

16. Definitions

The following capitalized terms used in these General Sales

Conditions and Sales Agreement shall have the following

meanings:

"Affiliate" shall mean any entity controlling, controlled by or

under the common control with a Party.

"Appendices" shall mean the appendices to the Sales Agreement

as amended from time to time by the Parties as well as these

General Sales Conditions.

"Delivery Date" shall mean the date when the Products are due

to be delivered to the Purchaser pursuant to Incoterms 2020

delivery term agreed in any Sales Agreement.

"Force Majeure" shall have the meaning set forth in section 8 of

these General Sales Conditions.

"General Sales Conditions" shall mean these general conditions

of UPM plywood for the supply of plywood and veneer products

and services.

"Intellectual Property" shall mean any patents, utility models,

designs, copyrights, trademarks, trade names, inventions, trade

secrets, know-how and any other industrial or intellectual

property rights, and applications thereof.

"Party" shall mean the Supplier or the Purchaser.

"Parties" shall mean the Supplier and the Purchaser.

"Products" shall mean the products and services to be provided

by the Supplier to the Purchaser as specified in any Sales

Agreement.

"Purchaser" shall mean the legal entity as specified in the Sales

Agreement purchasing the Products or services from the

Supplier.

"Sales Agreement" or "Agreement" shall mean the written or

oral sale and purchase agreement or order of the Purchaser which

is confirmed by the Supplier for the delivery of the Products

entered into between the Supplier and the Purchaser, including its

Appendices and these General Sales Conditions.

“Sanctions” shall mean economic or financial sanctions or trade

embargos or other equivalent restrictive measures imposed,

administered or enforced from time to time by the European

Union, the governments of other member states of the European

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Union, the United Nations Security Council, the United States

government or an United States agency (including OFAC, the US

State Department, the US Department of Commerce and the US

Department of Treasury) or the equivalent regulator of any other

country which is relevant to the Sales Agreement.

“Sanctions List” shall mean any of the lists of specifically

designated nationals or designated persons or entities (or

equivalent) in relation to Sanctions, each as amended,

supplemented or substituted from time to time.

"Supplier" shall mean UPM Plywood Oy or any of its Affiliates

mentioned in the respective order confirmation.