VOITH US INC. (VPA)
STANDARD TERMS AND CONDITIONS OF SALE
1. OFFER AND ACCEPTANCE. This writing constitutes an offer orcounteroffer by Voith US Inc. ("VOITH PAPER") to sell the goods and/or
provide the services (collectively, the "Work") described in the proposal, orderacknowledgment or similar document from VOITH PAPER (the "Order") thatthese terms and conditions (these "Terms") are attached to or otherwise madea part of. The Order and these Terms are not an acceptance of any offer madeby the purchasing entity ("Purchaser"). Any acceptance of an offer fromPurchaser to purchase the Work is expressly subject to, and is expressly
conditioned on, Purchaser's acceptance of these Terms. VOITH PAPER
hereby objects to any additional or different terms from Purchaser. This offer
expires 30 days from its date, unless Work is subsequently provided by VOITH
PAPER and accepted by Purchaser. If the Order contains terms that conflictwith these Terms, the Order’s terms prevail.
2. TERMS OF PAYMENT. Payment is due, at VOITH PAPER's option, either
upon presentation of shipping documents or 30 days from date of invoice.
VOITH PAPER may at any time change payment terms or require payment inadvance. Invoices will be dated as of the time VOITH PAPER is prepared tomake shipment. Delays or deferments of delivery shall not extend the terms of
payment. At its option at any time, VOITH PAPER may require Purchaser tomake payment by irrevocable letter of credit, and may defer shipment or cancel
any order if Purchaser does not promptly provide such a letter of credit. Anysuch letter of credit shall be issued for VOITH PAPER's benefit by a prime U.S.
bank, shall be subject to and governed by the Uniform Customs and Practicefor Documentary Credits (ICC Publication No. 400, 1983 Revision), shallprovide for payment against VOITH PAPER's invoice and bill of lading, andshall be in form and substance satisfactory to VOITH PAPER.
3. TAXES AND OTHER CHARGES. Customs duties are included in the prices
specified only if specifically stated, and then only in an amount determined by
the rate then in effect, on the Order; otherwise, customs duties paid by VOITH
PAPER are for Purchaser's account. Any manufacturer's occupation, use,sales, excise, or value-added tax; inspection or testing fee; or any other tax, feeor charge of any kind imposed by any governmental authority, on or measured
by the transaction between VOITH PAPER and Purchaser shall be paid byPurchaser in addition to the prices quoted or invoiced. If VOITH PAPER is
required to pay any such tax, fee, or charge, Purchaser shall reimburse VOITH
PAPER therefor. At VOITH PAPER's request, Purchaser shall deliver to VOITH
PAPER proof of payment of all such taxes, fees, or charges or evidence of
exemption therefrom.
4. DELIVERY. Delivery and risk of loss shall be as designated on the Order per
INCOTERMS (2020). Title to the goods passes to Purchaser upon full
payment. Delivery to any carrier constitutes delivery to Purchaser. VOITH
PAPER may make delivery in installments; all such installments to be
separately invoiced and paid for when due per invoice, without regard toremaining subsequent deliveries. Delay in delivery of any installment shall notallow Purchaser to reject remaining deliveries.
5. CLAIMS. Purchaser shall inspect any goods immediately upon arrival and
immediately file with the delivering carrier claims for loss or damage duringtransportation; VOITH PAPER must be notified immediately in writing of any
such claims. All other claims must be made in writing to VOITH PAPER within
10 days from receipt of the goods or completion of the services. Purchaser's
failure to give such notice shall constitute unqualified acceptance of all Work,and shall constitute a waiver of all claims by Purchaser. Purchaser shallprovide VOITH PAPER with an opportunity to inspect all Work with respect towhich a claim is made, either at Purchaser's or VOITH PAPER's premises.
VOITH PAPER shall not credit Purchaser for any goods returned to VOITH
PAPER or any costs incurred by Purchaser for the repair thereof, as the casemay be, without VOITH PAPER's prior written consent, nor shall VOITH
PAPER be responsible for any such Work.
6. FORCE MAJEURE. VOITH PAPER shall not be in breach of contract or
liable for any damages or losses if it fails to perform or suffers delay inperformance due to any act of God; act of Purchaser; embargo or othergovernmental act, regulation or request; fire; flood; accident; sabotage; strike,slowdown, or other labor difficulties; war (whether declared or undeclared); riot;
extraordinary breakdown; epidemic; pandemic; supply-chain disruption ordelay; delay in transportation; defaults of common carriers; shipwreck; inability
to obtain necessary labor, materials or manufacturing facilities; or, without
limiting the foregoing, any other delays beyond VOITH PAPER's control, allwhether foreseeable or unforeseeable (a "Force Majeure Event"). In addition, if
VOITH PAPER’s costs increase due to a Force Majeure Event, Purchaser shall
pay to VOITH PAPER one-half of the amount of the increase (i.e., the parties
shall bear equal shares of the cost increases). If a Force Majeure Event occurs,
performance/delivery date(s) shall be extended by a time at least equal to theperiod of the delay and its consequences. If a Force Majeure Event delays
VOITH PAPER’s performance by more than 30 consecutive days or 90 days in
the aggregate, VOITH PAPER may cancel the Order without liability to
Purchaser.
Voith US Inc. (VPA) Standard Terms and Conditions of Sale – March 2024

7. DELAYS. If VOITH PAPER fails to complete any Work by any guaranteed
date for reasons solely within VOITH PAPER's control, then VOITH PAPER
shall pay to Purchaser, as liquidated damages and not as a penalty, 0.1% of
the price payable under the Order for each business day of such delayed Work;provided, however, that in no event (a) shall an unexcused delay in Work notsubstantially necessary for start-up of Purchaser equipment give rise toliquidated damages, nor (b) shall such liquidated damages exceed 5% of theprice payable under the Order for such delayed Work. Purchaser and VOITH
PAPER agree that in light of the difficulty in ascertaining the actual damages
arising from an unexcused delay, the above liquidated damages constitute afair and adequate remedy for Purchaser, and shall be Purchaser's sole andexclusive remedy for delay. Purchaser may not terminate or cancel the Orderfor any delay unless and until the liquidated damages cap set forth above isreached and VOITH PAPER has failed to continue efforts to complete theWork.
8. STORAGE. VOITH PAPER shall have no obligation to store any goods or
any of Purchaser’s equipment beyond the date that VOITH PAPER is ready toship such goods or return such equipment. Purchaser shall be liable to VOITH
PAPER for reasonable costs for storage, shipment, return delivery, or othercosts of care of such goods or equipment beyond any such date. VOITH
PAPER may store all such goods or equipment at Purchaser's risk andexpense in a warehouse or yard or upon VOITH PAPER's premises, or returnthem to Purchaser at Purchaser’s cost. Purchaser may not obtain any delay ordeferment of delivery unless VOITH PAPER first agrees to it in writing.
9. CHANGES. VOITH PAPER may at any time make such changes in design,
manufacture and construction of Work within the general scope of Purchaser’s
specification as VOITH PAPER deems appropriate, without notice toPurchaser. VOITH PAPER may furnish suitable substitutes for materials
unobtainable because of priorities or regulations established by governmental
authority or nonavailability of materials from suppliers. No Order may be alteredby Purchaser except upon terms and conditions acceptable to VOITH PAPER,
as evidenced by VOITH PAPER in writing. In the event of any such change,
Purchaser shall be liable to VOITH PAPER for any increased costs and shallprovide VOITH PAPER an adjustment to performance times, in amounts anddurations acceptable to VOITH PAPER.
10. LIMITED WARRANTY. VOITH PAPER warrants that any services provided
under the Order are performed in a professional and workmanlike manner andthat any goods provided under the Order are free from material defects inmaterials and workmanship. Such services warranty lasts for 3 months after
performance of the services. Such goods warranty lasts for the earlier of 12months from the first date of operation of the goods or 18 months from the dateof shipment of the goods. If any Work fails to conform to the above warranties,
VOITH PAPER shall, at is option, reperform that portion of the services, or
repair or replace the goods, which failed to conform to the warranty, or adjust
the purchase price. Such reperformance, repair, replacement, or priceadjustment shall be VOITH PAPER’s sole obligation and Purchaser’s exclusive
remedy for nonconforming Work and shall be conditioned upon VOITH
PAPER’s receipt of written notice of any nonconformity within 10 days after
Purchaser noticed or should have noticed the nonconformity. Purchaser is
responsible for all costs for removal and reinstallation in connection with theforegoing remedies. VOITH PAPER’s warranty does not apply to wear parts,
replacement equipment or equipment repaired by anyone other than VOITH
PAPER, unless such replacement or repair is approved by VOITH PAPER in
advance in writing. Additionally, in no case shall VOITH PAPER be liable for,and VOITH PAPER’s warranty shall not extend to, defects or faults caused byinappropriate care and storage, unsuitable or improper use, installation or startup not supervised by VOITH PAPER or performed by Purchaser or a third party
without VOITH PAPER’s express written consent, wear and tear, incorrect orcareless handling, unsuitable operating material, substituted working material,
unsuitable foundations, chemical, electro-chemical or electrical influences, or
corrosion caused by halogens (e.g., chlorine and bromine).
THESE WARRANTIES AND WARRANTY REMEDIES ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES AND WARRANTY REMEDIES,WHETHER EXPRESS OR IMPLIED. VOITH PAPER EXPRESSLYDISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIEDWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE, AS WELL AS ANY WARRANTIES ARISING FROM USAGE OF
TRADE OR COURSE OF DEALING.
11. RETURNS. Goods may be returned to VOITH PAPER only with VOITH
PAPER's prior written consent on terms acceptable to VOITH PAPER.
Purchaser shall be liable to VOITH PAPER for any costs incurred by VOITH
PAPER to return goods to marketable condition.
12. INTELLECTUAL PROPERTY. VOITH PAPER does not transfer any
intellectual property rights to Purchaser under the Order (nor grant Purchaser
any right to use any intellectual property other than for purposes expressly
agreed to by VOITH PAPER), and any and all proprietary and intellectualproperty provided or disclosed to Purchaser by VOITH PAPER shall be treatedby Purchaser as confidential.
13. HEALTH AND SAFETY; ASBESTOS. Purchaser is responsible forproviding and properly installing any guards or safety devices required under
the Occupational Safety and Health Act or the safety regulations of any
jurisdiction. Purchaser shall use, and shall require its employees and agents touse, all such guards and safety devices and shall maintain such guards andsafety devices in proper working order. For purposes of applicable
environmental law, Purchaser shall be deemed to have charge, control, andmanagement of the Work site with respect to conditions existing as of the dateof the Order, and shall notify VOITH PAPER of the existence and specificlocation of any known hazardous material or substances (including but notlimited to asbestos) prior to VOITH PAPER entering any Work site. If Purchaser
fails to do any of the foregoing, Purchaser shall indemnify and hold VOITH
PAPER free and harmless of and from any and all claims, liabilities andobligations with respect to any personal injuries, property damage, and otherdamages or losses directly or indirectly arising out of such failure.
Notwithstanding anything in this paragraph or otherwise to the contrary, in no
event shall VOITH PAPER’s scope of work include handling, removing, or
abating asbestos.
14. LIMITATIONS OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE
CONTRARY, VOITH PAPER’S AGGREGATE LIABILITY ARISING OUT OF,
CONNECTED WITH OR RESULTING FROM THE ORDER, OR FROM THE
PERFORMANCE OR BREACH THEREOF, OR FROM THE WORK OR ANYOTHER GOODS OR SERVICES COVERED BY OR FURNISHED UNDER
THE ORDER, SHALL IN NO CASE EXCEED THE PORTION OF THE
PURCHASE ORDER PRICE ALLOCABLE TO THE GOODS, OR PART
THEREOF, OR SERVICES FROM WHICH THE LIABLITY ARISES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, VOITH PAPER
SHALL NOT BE LIABLE FOR ANY SPECIAL DAMAGES, PUNITIVEDAMAGES, INDIRECT DAMAGES, INCIDENTAL DAMAGES, CONTINGENTDAMAGES, CONSEQUENTIAL DAMAGES, SIMILAR TYPES OF DAMAGESOR LOSSES, LOSS OF PROFITS, DOWNTIME, LOSS OF PRODUCTION,
LOSS OF REVENUES OR LOSS OF USE OF ANY PROPERTY OR
CAPITAL OF PURCHASER, ANY OF ITS AFFILIATES OR ANY THIRDPARTY, EVEN IF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES
HAS BEEN DISCLOSED TO VOITH PAPER IN ADVANCE OR COULDHAVE BEEN REASONABLY FORESEEN BY VOITH PAPER. THE LIMIT ON
THE AMOUNT OF VOITH PAPER’S LIABILITY AND THE EXCLUSIONS OFDAMAGES AND LOSSES SHALL APPLY REGARDLESS OF THE THEORYOF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY,WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHERBASIS. THE LIMIT ON THE AMOUNT OF VOITH PAPER’S LIABILITY AND
THE EXCLUSIONS OF DAMAGES AND LOSSES SHALL BE DEEMED TO
BE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THE TERMS
OF THE ORDER.
15. INDEMNIFICATION BY VOITH PAPER. Any indemnification by VOITH
PAPER shall be limited to claims against Purchaser from third parties forintellectual property infringement, bodily injury, wrongful death, or property
damage and only to the extent caused by the negligence or intentional
misconduct of VOITH PAPER or those in VOITH PAPER’s control. In no event
shall VOITH PAPER be liable to Purchaser or any third party for the fault,
intentional misconduct, negligence, or acts or omissions of Purchaser or any
third party. VOITH PAPER shall have the exclusive control of the defense of
any claim covered by the above indemnity, including but not limited tosettlement negotiations. Purchaser shall provide VOITH PAPER with prompt
written notice of any such litigation or claim. If any goods are held to infringe
any valid patent and its use is enjoined, or VOITH PAPER deems continued
use inadvisable, VOITH PAPER may, at its sole cost and option, procure forPurchaser the right to continue the use of such part of the goods, or replace ormodify the same with non-infringing parts maintaining the original performance
characteristics of the goods.
16. PURCHASER'S PROPERTY. If any property of Purchaser is placed in
VOITH PAPER’s custody for performance of the Order, VOITH PAPER may,
but shall not be obligated to, insure such property in such amounts and withsuch coverages as VOITH PAPER determines in its sole and absolute
discretion.
17. SEVERABILITY. If any provisions of these Terms are deemed illegal or
unenforceable, such illegality or unenforceability shall not affect the validity andenforceability of any legal and enforceable provision, which shall be construed
as if such illegal and unenforceable provision(s) had not been inserted.
18. VOITH PAPER'S REMEDIES. If Purchaser fails to make any payments
when due, fails to take delivery at the specified time or destination or, by any
action or inaction, prevents or frustrates any delivery or any shipment to effectdelivery, or otherwise defaults in the performance of these terms, VOITH
PAPER may cancel, suspend, or terminate the Order. In the event of any suchcancellation, suspension, or termination, or if Purchaser terminates, cancels or
suspends an Order without cause, Purchaser shall pay to VOITH PAPER (a)Voith US Inc. (VPA) Standard Terms and Conditions of Sale – March 2024

the prices specified for all Work completed prior to such cancellation,suspension, or termination; (b) the amount of VOITH PAPER's expendituresand financial obligations in connection with all unfinished Work, including
without limitation, any cancellation charges paid by VOITH PAPER or for which
VOITH PAPER may be liable with respect to commitments made by VOITH
PAPER in connection with the Work; (c) the amount of VOITH PAPER's
overhead and administrative costs, and loss of profits, as determined by VOITH
PAPER, arising out of such cancellation, suspension, or termination; and, in theevent of suspension only, the Work schedule shall be extended for the durationof the suspension plus additional time for resumption of Work. The rights andremedies of VOITH PAPER hereunder are not exclusive but are in addition to
any other rights and remedies which shall be available to VOITH PAPER underapplicable law.
19. WAIVER. No waiver by VOITH PAPER of any default hereunder shall
operate as a waiver of any other default or of the same default on a futureoccasion.
20. GOVERNING LAW. These Terms shall constitute the entire agreement
between VOITH PAPER and Purchaser, and shall be governed by andconstrued according to the internal laws of the state of Delaware and of theUnited States of America (without reference to principles of conflicts of laws).
Any dispute shall be heard in a federal court of competent jurisdiction in
Delaware. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. The rights
and obligations of the parties hereunder shall not be governed by theprovisions of the 1980 U.N. Convention on Contracts for the International Saleof Goods.
21. EXPORT COMPLIANCE. Purchaser shall be responsible for compliancewith all applicable export control laws and regulations, including but not limited
to those of the U.S. Government Office of Foreign Assets Control (OFAC),
Export Administration Regulations (EAR), and the International Traffic in Arms
Regulations (ITAR). VOITH PAPER shall not be held liable to Purchaser for
any failure to deliver products as a result of (a) governmental refusal to grant
any export or re-export authorization; (b) cancellation of any export or re-export
authorization; or (c) any change or subsequent interpretation of a law or
regulation after the date of an order that adversely affects or impacts VOITH
PAPER’s costs or ability to perform its obligations. VOITH PAPER shall not beliable to Purchaser for Purchaser’s failure to comply with any export control
regulation. Purchaser shall notify VOITH PAPER of any applicable export
control classification (e.g., USML category or ECCN) of any item (hardware,
software, source code, technology/technical data) prior to furnishing such item
to VOITH PAPER or requesting VOITH PAPER manufacture such item. For all
items to be received by Purchaser from VOITH PAPER, Purchaser certifies that
it will not export, re-export, or transport any such item, or otherwise perform any
act, contrary to OFAC, EAR, or ITAR prohibitions and restrictions. This includes
but is not limited to observing all OFAC country and list-based sanctions andcomplying with all EAR Part 736, 744, and 746 restrictions. Under certain
circumstances, VOITH PAPER will require that Purchaser provide informationon the ultimate destination of items provided to Purchaser, including
information regarding the end use and end user. Purchaser shall furnish suchinformation to VOITH PAPER upon such request. Purchaser agrees that theexport control requirements listed above shall survive the completion, earlytermination, cancellation, or expiration of the applicable Order.
22. LANGUAGE. The parties have requested that this agreement and all
documents relating hereto be expressed in the English language. Les parties
ont exigé que la présente convention ainsi que tous documents s’y rattachantsoient rédigés en anglais.