The sale of the Seller's products shall be governed by the present General Conditions of Sale.

These General Conditions of Sale are deemed to have been accepted without any reservations by the Purchaser.

Furthermore, application of the present General Conditions of Sale shall be given priority over the Purchaser's general conditions.

Should the present General Conditions of Sale contradict or differ from the General Conditions of Sale approved by the Confederation of European Paper Industries, the former shall be applicable since they constitute special agreement entered into between the Purchaser and the Seller.

The Seller reserves the right to update the content of the present Terms of Sale.

I. Choice of the Product.

The Purchaser is solely responsible for choosing the product object of the sale and its end use. Therefore, the Seller (in accordance with what is established in its catalogues, tariffs and/or general information regarding the product) shall not be liable nor does it guarantee that the product is suitable for the technical applications envisaged by the Purchaser, or to achieve totally or in part the Purchaser's objectives upon buying the products.

II. Transfer of risks.

Unless the invoice states otherwise, the risk shall be transferred to the Purchaser upon arrival of the goods at the delivery destination it had established or at such time as the goods are put at Purchaser's disposal for collection (by the Purchaser itself or on its behalf) at the Seller's premises. The risk shall be transferred even if the Purchaser decides to delay such collection.
Any possible complaints against the haulage contractor (whether for differences in quantities or damages during transportation) detected upon the arrival of the goods must:
be made immediately on the actual delivery documents of the haulage contractor;
be confirmed to the haulage contractor by registered letter with acknowledgement of receipt within three working days following the delivery date.

III. Delivery Schedules

Shipment and delivery schedules shall be computed as from the date of acceptance of the order and are purely informative. No damages may be claimed by the Purchaser in the event delay in delivery.
Should the collection of the goods be for the Purchaser and if these are not collected after having been made available, the Seller shall be entitled to store them or (after consulting with the Purchaser) deliver or sell them at the Purchaser's expense and risk. In case of staggered delivery, if the Purchaser continues not to collect the goods, the Seller may terminate the contract thus canceling the part of the order pending delivery.
Any internal causes that may involve a shutdown, suspension or a temporary reduction in the Seller's production entitle it to extensions equivalent to the time of its duration. However, these internal causes may not be used by the parties to justify the cancellation of orders, except in the event of force majeure.

IV. Force Majeure

Should causes of force majeure that may prevent the manufacture or delivery of the goods occur, the Seller shall be entitled to delay the delivery. In the event these circumstances persist for over one month, the Seller shall be entitled to cancel the orders, without any obligation to pay damages to Purchaser. The following causes shall be deemed, inter alia, as force majeure: strikes, lack of transport, accidents in mills, fires and, in general, any cause beyond the Seller's will.

V. Complaints

Complaints must be notified in writing by letter or telegram:
- within five days from arrival of the goods at the destination stated by the Purchaser in cases where there is a patent non compliance of the order in quality or quantity terms;
- before its use and at the latest within ten days from the date of arrival of the goods at the destination stated by the Purchaser if the defect or irregularity cannot be detected by a simple examination or elementary check;
- without delay and at the latest within six months from the arrival of the goods at their destination, in cases where the defect or the irregularity can only be detected by an thorough examination, a test or normal passage through the machine of the goods purchased.
After notification of a compliant within the pertinent time limit, the subsequent conversion of the goods object of complaint may only take place with the Seller`s approval.
The part of the goods delivered and already converted may not be the object of any complaint. In any event, at least 90% of the amount of paper object of the complaint must be available, intact and perfectly identifiable. The detection of a defect in part of the goods delivered shall not release the Purchaser from the obligation to pay within the agreed time limit the whole delivery, nor does it justify the total rejection thereof.

VI. Price and Payment.

Unless otherwise provided in writing by the parties:
the goods shall be invoiced in accordance with the price list applicable on the date of delivery and may be modified at any time without prior notice;
the prices contained in the price list do not include taxes and shall be limited to the quantities available in stock at the moment of receipt of the order.
the payment of the goods shall be made in cash against its delivery;
the place of payment is the Seller`s registered offices.

VI.I. Time limit for payment.

Prices contained in the price list are valid for cash payments only. In any other form of payment the Buyer may choose between the customary sales conditions and the conditions established in the invoice.
In the event of staggered payments and deliveries, the lack of payment of any delivery shall entitle the Seller to withhold all future deliveries.
Furthermore, lack of payment of one of the instalments established by the agreement shall cause the whole debt to become immediately due.
In these cases of staggered payments, the waiving of the first payment made by the Purchaser does not empower it to cancel the order. Nonetheless, in the event of cancellation of order for personal reasons, any advance payment already made shall remain the property of the Seller as damages.
Insolvency proceedings, judicial or extra-judicial liquidation of the Purchaser or, in general terms, any modification whatsoever in the legal status of the Purchaser which may affect its solvency, shall entitle the Seller to immediately request payment of all credits corresponding to all goods delivered and not paid for by the Purchaser.

VI.II. Delays in the payment and deterioration of the Purchaser`s credit rating

If an invoice becomes due and is not paid for, interest shall be accrued to the debt at the average rate of interest applied by the BBVA and Sabadell-Atlántico Banks to overdrafts for current accounts. Interest shall be calculated as from the date of the payment.
Should the non-payment by the Purchaser persist for eight days after having been formally requested to do so by the Seller, the latter may claim immediate payment of all invoices whether due or not, as well as the advance payment of all deliveries pending which correspond to confirmed orders.
Should the Purchaser's credit rating or solvency deteriorate, and in the event of delays in  payments, the Seller may also request a real or personal guarantee to be provided by the Purchaser or the payment in advance of the orders. In any event, if orders concerned are of papers which because of the special characteristics required by the Purchaser, have to be manufactured ad hoc, the Seller can make the commencement or continuance of their manufacture subject to the provision of a real or personal guarantee or, in its absence, request the payment in advance of the goods.
Any breach by the Purchaser of the provisions set forth above shall grant the Seller the right to cancel the order and terminate the contract, as well as to claim for damages.

VI.III. Conditions for discount.

Should payment be made on a date prior to the date specifically agreed to by the parties, a discount shall be applicable. This discount shall correspond to at least the legal interest rate in force at the date of payment.

VII. Environmental control of packaging and packaging waste.

Pursuant to Law 11/1997, Royal Decree 782/1998 and other concurrent laws, the final owner in Spain of the packaging or packaging waste is the person responsible for delivering them for proper environmental control. In other Member States of the European Union, the final owner of the packaging and packaging waste is the responsible for its/their proper environmental control, in accordance with EC Directive 94/62 of 20 December 1994 and further legislation applicable in such Member State.

VIII. Retention of title.

The Seller reserves the full ownership of the goods sold until full and effective payment by the Purchaser of the price and amounts invoiced.
The Purchaser shall inform the Seller of any action taken by third parties that may affect the goods whilst still owned by the Seller. Furthermore, the Purchaser agrees to designate the Seller as beneficiary of the insurance policies corresponding to the goods over which there is a retention of title.
The Purchaser may convert or resell said goods in the course of normal commercial operations. The conversion of the goods object of the retention of title does not transfer the ownership thereof to the Purchaser. Should the conversion include other products not belonging to the Purchaser the Seller achieves a joint ownership over the new product to the extent of the value of the goods over which there is a retention of title.
The Purchaser shall assign to the Seller all the credits resulting from the resale of the goods, whether converted or not, subject in whole or in part to the retention of title. On Seller's request the Purchaser must notify this assignment to its own buyers. The total amount of the credits assigned and charged by the Seller in such cases shall be applied, in the first place, to the payment of interest for delayed payment and the penalties agreed to. The remaining amounts, where appropriate, shall be applied to the payment of the amount of the invoices.
Furthermore, it is agreed that partial payments shall not prevent any possible judicial claim by the Seller based on its retention of title.
If any of the situations envisaged by the clause relating to price and payment  of these General Conditions of Sale occurs, the Seller may cancel the sale and recover the goods object of this retention of title, whether converted or not. Should the Seller recover the goods after conversion by the Purchaser and sells them to a third party, it must pay the Purchaser the difference between the value of these goods before and after conversion.
At the penalty of a claim for damages for abusive resistance, it is hereby agreed that the Purchaser may not prevent the restitution of the goods on the Seller's first request in  application of this right of retention of title. Should there exist any dispute on the form of restitution of the goods, the issue shall be left for the Courts of Barcelona, or for the courts of the Purchaser`s registered offices or for those of the place where the goods are located (at the Seller's choice) to decide.
The goods so recovered shall be subjected to an expert's appraisal in order to assess their value. Said value shall be applied to the payment of the outstanding debts, including all and any interest, plus all expenses involved in the recovery of said goods (including the expert appraisal) and without prejudice of any possible damages which might be owed by the Purchaser for the repair of any damages suffered by the Seller due to the termination of the sale for the non-payment of the price.

IX. Penalties

Should the payment of the invoices be delayed beyond their due date and after a formal reminder has been sent to the Purchaser by the Seller, the Purchaser shall pay the Seller a penalty corresponding to 15% of the total amount in debt  (apart from the payment of the principal amount of the debt  and the interest for delayed payment referred to above).

X. Competent jurisdiction

The parties mutually agree that any litigation (regardless of its nature) referred to the present sale, fulfillment, execution and interpretation hereof shall be the exclusive jurisdiction of the Courts of the Seller`s registered offices, i.e., Barcelona.

XI Tolerance levels for the product

The tolerance levels set forth in the general conditions of sale approved by the Confederation of European Paper Industries shall be applicable. A copy thereof may be obtained by contacting CEPI directly at 250, Av. Louise, B-1050 Brussels, Belgium.

XII. - Data protection

The personal data provided by the Purchaser through forms, on line applications, products or services orders or through any other way, together with the Purchaser data obtained through common payment arrears or solvency records or any other lawful means shall be included by Torraspapel, S.A., in the Customers file.

This company shall adopt all necessary measures to guarantee a confidential treatment for this data and to avoid their non authorised modification, loss, manipulation or access in accordance with the legislation in force. Any Purchaser registered in the Seller's Customer File may at any time make use of his/her right to access, correct, and even cancel his/her personal data provided to the Seller, by means of a written notice addressed to Torraspapel,S.A, Departamento de Marketing, Llull, 331 - 08019 Barcelona, Spain or through 'Contact Us' section on this web site.

The information thus obtained might be used to inform the Purchaser, via e-mail, about events, offers or innovations. At the moment the Purchaser provides the Seller with his/her e-mail address for the first time, he/she shall be granted the possibility to declare that he/she does not wish to receive any such information. The Seller shall also include in its subsequent e-mail messages, instructions on how to unsubscribe if the Purchaser decides afterwards that he/she does not wish to receive further e-mails or commercial contacts. The Purchaser expressly authorises the company to transfer the data included in the mentioned file to other companies of the Group with the view to attaining the aims for which they were first requested. The Purchaser also authorises the transfer of his/her personal data (including any financial data obtained from entities issuing financial reports) to credit insurances companies and companies that provide information on assets and financial solvency with which the Seller may have entered into agreements for a best control of the credit granted to the Seller by Torraspapel, S.A.. The names and addresses of any such entities may be viewed in Entities or by means of a written notice addressed to Torraspapel, S.A., Departamento de Administración Comercial, Llull 331, 08019 Barcelona, Spain.