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Sales Terms

  1. COMPLETE TERMS. Sales by Boise Paper Holdings, L.L.C. ("Boise"), are governed by these terms and conditions, unless the parties have entered into a mutually executed written agreement stating applicable terms and conditions. This is an offer conditioned on Buyer's acceptance of all, and only, these terms. Boise objects to any different or additional terms. 

    This is the final and complete expression of all terms and conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. These terms and conditions can be modified, waived, or amended only by a writing signed by both Buyer and Boise.
      
  2. INSTALLMENT CONTRACT. If Buyer's order requests or requires delivery in more than one installment, then the products involved in each delivery shall be deemed to be covered by a separate contract. Default in one or more deliveries shall not affect Buyer's obligation to accept the balance of the required deliveries (unless otherwise specified in the acknowledgement). 
  3. NONCANCELLATION. Buyer may not cancel or terminate for convenience, or direct suspension of manufacture, except with Boise's written consent and only then upon payment of reasonable termination charges. 
  4. FINANCIAL RESPONSIBILITY. If Boise has any reasonable doubt at any time as to Buyer's financial responsibility, Boise, at its option, may either (a) decline to make further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to Boise, or (b) terminate this agreement. Nothing in this paragraph is intended to affect the obligation of Buyer to accept and pay for the products.
  5. MUTUALITY. All debts and obligations of Buyer and Boise to each other are mutual and subject to setoff. For purposes of this paragraph, "Buyer" and "Boise" shall be deemed to include each party's respective subsidiaries and affiliates which directly or indirectly control or are controlled by that party through 100% equity ownership.
  6. WARRANTY. Boise warrants that the quality of the products delivered shall be at least commercially equal to the quality of like products which Boise is then selling to others. EXCEPT AS SET FORTH IN THIS PARAGRAPH, BOISE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, OR ANY OTHER MATTERS WITH RESPECT TO THE PRODUCTS.
  7. LIMITATION OF LIABILITY. Neither Buyer nor Boise shall have recourse against the other for any loss which could be reasonably prevented by cover or otherwise. Buyer must commence any action at law or in equity against Boise within one year after Boise ships the involved products. Under no circumstances shall Boise's liability in aggregate to Buyer for breach of contract or warranty, or commission of any tort, including negligence and strict liability, or indemnity, exceed the invoice price for the involved products. Boise will not be liable for special, consequential, indirect, or incidental damages, and Buyer assumes the risk of these damages, regardless of whether the damages are based upon Boise's breach of contract or warranty, or commission of any tort, including negligence or strict liability, indemnity, or any other legal theory.
  8. DELIVERY. Delivery shall be as specified in the acknowledgement. Title and risk of loss shall pass to Buyer upon delivery to carrier for FOB mill orders, and upon delivery to destination for FOB destination orders. Selection of routing and carrier is reserved to Boise. Boise will use commercially reasonable efforts to meet requested delivery dates, but specific delivery dates are not guaranteed. Buyer must give Boise written notice of claims for shortages or incorrect or damaged products within 30 days after Buyer receives shipment. Failure to give this notice shall constitute an unqualified acceptance and waiver by Buyer of all claims for shortages or damaged or incorrect items.
  9. DELAYED SHIPMENT, STORAGE. Boise may place in storage for Buyer's account and risk any products on which Buyer delays manufacture, receipt, or shipment. Buyer shall pay all charges which Boise incurs for storage, trucking, and other incidental expenses. If shipment is delayed, Boise may invoice Buyer upon completion of manufacture or upon the date the products would have been ready for shipment.
  10. DEFAULT. Buyer will be in default if (a) Buyer fails to pay to Boise any amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from Boise to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefor is filed voluntarily or involuntarily and not dismissed within 30 days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer's assets are attached or seized under legal process and not released within 30 days thereafter. 

    Upon Buyer's default, Boise may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation, or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by Boise because of Buyer's default.
  11. CONTINGENCIES. If Boise fails to deliver or Buyer fails to take products due to any cause beyond Boise's or Buyer's control, respectively, then (a) the failing party shall give prompt written notice to the other with its best estimate as to when the contingency will be ended (but without any liability for error or inaccuracy in making that estimate), and then (b) the other party shall have the right to omit during the period of the contingency all or any portion of the quantity deliverable during that period, and the total quantity deliverable shall be reduced by the quantity omitted.
  12. ALLOCATION. If Boise is unable to supply the total demands for products because of a contingency or otherwise, Boise shall have the right to allocate its available supply among its customers and its own divisions in a manner which it deems fair and equitable. In any exercise of its right of allocation, Boise may allocate its production on a mill-by-mill or company-wide or product basis, change the product mix at any or all of its mills, or make any other production decisions concerning its mills as it may deem necessary under the circumstances. In no event shall Boise be obligated to purchase material from others to enable it to deliver the products to Buyer.
  13. TAXES. Except for federal or state income taxes, Buyer is responsible for all taxes on the sale of products. Boise may either bill the taxes to Buyer separately or add the taxes to the price of the products shipped. Boise will notify Buyer in writing of the nature of any such tax or charge and of the law imposing the tax.
  14. PULP MEASUREMENT. Applicable to sales of market pulp only: A. (1) Weight or mass is expressed in metric dry tones (abbreviated MDT) which means 1000 kilograms. (2) Moisture content is expressed in “air dry” content. A one hundred percent (100%) air dry pulp means ninety percent (90%) dry pulp and ten percent (10%) moisture. B. (1) If Buyer disputes the air dry content of the pulp invoiced, its claim must be based on a test made in accordance with International Standard ISO 801-1: Pulps – Determination of saleable mass in lots – Part 1: Pulp baled in sheet form, or ISO 801-3: Pulps – Determination of saleable mass in lots – Part 3: Unitized Bales. (2) If the test made by Buyer shows a difference of more than one percent (1%) in content of the air dry pulp, Buyer may submit its claim and furnish Boise with the details of Buyer’s analysis. No claim shall be made if Buyer’s test shows a difference of one percent (1%) or less. If any claim is made, the shipment involved shall be held and Boise, directly or through its agent, shall be immediately notified by electronic communication (or by mail of the test and the net weight found by Buyer. Claims shall be made within fifteen (15) days from the date of arrival of the pulp at Buyer’s mill, railroad station, wharf or dock, or point where ordered to be held. (3) Within fifteen (15) days a re-test shall be made by an analyst agreed upon by Buyer and Boise chosen from the list of analysts approved by the official association of the pulp and paper industry in the country of Buyer or other mutually agreed upon organization. Any dispute in the selection of this analyst shall be settled in accordance with the rules of the above designated association. (4) Re-tests shall be made in accordance with the official rules for testing. Buyer shall pay the invoice when due, less the shortage claimed, subject to final adjustment according to the results of the retest. The result of the re-test shall be binding on both Buyer and Boise.