Terms and Conditions of Sale and Delivery

1. Scope of Application
These Terms and Conditions of Sale and Delivery (Terms) shall apply to all deliveries of goods and performance of services of G. BOPP + Co. AG (BOPP).  These Terms shall apply to all purchase orders (Purchase Orders) submitted to BOPP and supersede any different or additional terms in any Purchase Orders submitted by the customer.  Any such different or additional terms are hereby rejected and shall not be binding unless BOPP has explicitly agreed in writing to such terms.

2. Offers
Offers are not binding unless an offer has a time limit.

3. Binding Effect
No contract shall exist between any customer and BOPP without BOPP’s written confirmation. 

Electronic signatures which are state-of-the-art and conform with applicable laws in effect from time to time are binding.

4. Rules and Regulations of the Country of Destination
No later than upon receipt of BOPP’s confirmation the customer shall notify BOPP of rules and regulations governing the performance and/or delivery of the goods or services.

Unless otherwise agreed, the performance and delivery by BOPP need only comply with the applicable rules and regulations in the country to which the goods are delivered or in which the services are performed and only if such compliance has been expressly agreed upon.

5. Pricing / Terms of Payment
Unless confirmed by BOPP in writing prices shall not be binding on BOPP.  Unless otherwise agreed in writing Buyer shall bear all incidental costs in connection with the delivery of goods or performance of services by BOPP, including but not limited to shipping and handling, insurance, import, transit, export and other permits as well as any type of taxes, dues, fees and duties.  The minimum invoice amount shall be CHF 300.--.

6. Delivery Terms
Delivery dates set forth in an order confirmation are only binding insofar as the customer shall have the right to withdraw from the contract if delivery shall not have occurred within four (4) months after the agreed upon date.  The customer shall only have such right of withdrawal if the customer gives two months prior written notice of such withdrawal.  The customer shall not be entitled to any claims for damages, penalties for default, price reduction or similar rights in the event of late delivery or performance by BOPP.

Events of force majeure, including but not limited to epidemics, mobilization, war, insurgency, major business disruptions, accidents, labour disputes, delayed or defective raw materials, governmental measures, or acts of God, shall entitle BOPP to defer the agreed upon delivery date for the duration of such disruption or to cancel the delivery in whole or in part.

7. Short and Excess Deliveries
For technical reasons it is not always possible to meet the exact length of reel or quantity.  BOPP therefore reserves the right to short or excess deliveries of up to 10% of the ordered length of reel or quantity, as the case may be.

8. Use and Risk
Use and risk shall pass to the customer upon leaving BOPP’s premises, including in the event BOPP is responsible for freight and delivery charges.

9. Inspection of Goods
The customer shall inspect the goods promptly upon receipt.  Notice of defect shall be given in writing within 8 days of receipt of the goods – with regard to hidden defects promptly after discovery of such defects.  Otherwise the delivery shall be deemed approved.

10. Warranty
In the event of any breach of such warranty, BOPP shall, in its sole discretion, either replace the defect products at its cost and expense or credit the customer's account with an amount equal to the price of the defect products.  All other claims or warranties, and all liability for direct, indirect, incidental, consequential or other damages are explicitly disclaimed. The customer shall indemnify and hold harmless BOPP from and against any claims by third parties with respect to products delivered or services provided by BOPP.

BOPP does not warrant the suitability of the goods for the declared or any other purpose unless otherwise agreed in writing.

11. Payment
Payments shall be made net within 30 days of delivery, unless otherwise agreed in writing. In case of late payment, BOPP shall have the right to assess default interest and collection expenses.

Offsetting is only permitted with uncontested finally determined counterclaims.

12. Retention of Title and Ownership
BOPP shall retain title to the goods delivered until payment in full of the purchase price. 
The customer shall be required to assist in any and all measures necessary to protect BOPP’s title to the goods.

13. Severability
If any provision of these Terms is held invalid, unenforceable or impossible to perform in whole or in part, the parties agree to replace such provision with a provision that reflects the legal and economic benefits of these Terms as closely as legally permitted.

14. Governing Law
The legal relationship, including the existence of an agreement, with the customer shall be
governed by the substantive laws of Switzerland.  The United Nations Convention from April 11, 1980 on Contracts for the International Sale of Goods shall not apply.

15. Jurisdiction
The parties hereto consent to the exclusive jurisdiction of the courts of Zurich, Switzerland with respect to any disputes arising out of these Terms.

Zurich, February 2007