1.      Orders. All orders are subject to acceptance by New Receiptco Opco LLC or its affiliates (“Domtar POS”). ACCEPTANCE SHALL BE ONLY BY WRITTEN ACCEPTANCE, ACKNOWLEDGMENT AND ABILITY TO FULFILL ORDER VIA EMAIL, OR ACTUAL PERFORMANCE. “Customer” means the customer of Domtar POS as set forth on the accepted ordering document or as otherwise the customer that receives the Products. 

2.     Applicability. Customer’s purchases of products from Domtar POS (the “Products”) are subject to these Terms and Conditions of Sale (“Agreement”). To the extent that Domtar POS and Customer have a mutually executed, written agreement for the purchase of Products, such agreement shall govern over these Terms and Conditions of Sale in case of conflict. 

3.      Shipping. Orders will be shipped CPT (INCOTERMS 2020) Domtar POS’ origin with freight prepaid by Domtar POS. Orders will be shipped by carrier selected by Domtar POS. If Customer requests shipment via a different carrier or requests special delivery resulting in higher transportation charges, Customer will pay the freight charges.

4.      Payment Terms. Customer shall pay for all order through the Domtar POS web portal at time of checkout. Customer acknowledges and approves Domtar POS to use a third party payment processor for any payments by card or debit.  Prices are subject to all taxes, excise or other charges levied by any government (federal, state, local) upon the sales, consumption or use of the Products and payable by Customer. Customer shall fully indemnify, defend and hold harmless Domtar POS for any taxes or other charges either paid or required to be paid by Domtar POS on Customer’s behalf. Prices and payment terms for Products are the confidential information of Domtar POS, and Customer is prohibited from disclosing the foregoing to any third parties other than its professional advisors under terms of confidentiality.

5.      Backorders. Some Products are subject to backorders due to high demand. Domtar POS, in its sole discretion, may cancel backorders upon notice (email to suffice) to Customer and without penalty or liability to Domtar POS. Customer’s sole remedy for Domtar POS’s failure to supply any Product ordered within ten (10) business days of date specified on purchase order shall be to purchase alternate product from another supplier and receive a refund of any pre-paid, unused amounts from Domtar POS.

6.   Warranty Disclaimer. EXCEPT FOR THOSE WARRANTIES EXPRESSLY STATED IN SECTION 7 OF THIS AGREEMENT, DOMTAR POS MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

7.      Limited Warranty; Remedy and Exceptions. 

(a)     As of the date Domtar POS makes the Products available to Customer, Domtar POS warrants to Customer that the Products will be free from material defects in material and workmanship. 

(b)     Customer must give Domtar POS notice of any claim for breach of warranty with respect to Product delivered by Domtar POS hereunder within ten (10) days after Customer’s receipt of Products (the “Warranty Period”), and such notice shall specific the basis of the claim in detail. If such submission is a valid warranty claim based on Domtar POS’ reasonable judgement, Domtar POS shall either credit or replace the defective Product as Customer’s sole remedy and Domtar POS’ sole liability and obligation. If Customer fails to make such claim in accordance with this Agreement within the Warranty Period, Customer shall be deemed to have irrevocably accepted the Products. Products shall not be returned to Domtar POS without Domtar POS’ prior written consent, and any transportation charges for any such authorized returns shall be prepaid by Customer.

(c)     Domtar POS shall have no obligation with respect to any Products that: (i) have been altered by someone other than Domtar POS; (ii) have been subject to misuse, abuse, neglect, intentional misconduct, accident, Customer or third party negligence, unauthorized modification or alteration, use beyond rated capacity, or improper, or a lack of, maintenance; (iii) are comprised of materials provided by, or designed pursuant to instructions from, Customer; (iv) have failed due to ordinary wear and tear; or (v) have been exposed to adverse operating or environmental conditions.

(d)     Products manufactured by a third party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Product. Third-Party Products are not covered by the warranty in Section 7(a). For the avoidance of doubt, DOMTAR POS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(e)     DISCLAIMER: Certain products can expose Customer to chemicals including Bisphenol S, which is known to the State of California to cause birth defects or other reproductive harm. For more information go to www.P65Warnings.ca.gov.

8.    Intellectual Property. All intellectual property, and rights, title and interests within the Products are solely owned by Domtar POS and/or its licensors. Customer agrees not to reverse engineer or attempt to discover such intellectual property. Any designs, manufacturing drawings or other information submitted to Customer remain the exclusive property of Domtar POS. Customer shall not, without Domtar POS’ prior written consent, copy such information or disclose such information to a third party. Nothing in the Agreement shall be deemed to convey to Customer any title to or ownership in any intellectual property within the Products or owned by Domtar POS in whole or in part, nor to designate deliverables “work made for hire” under the U.S. Copyright Act.

9.      Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, DOMTAR POS WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DOMTAR POS’ AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE AGREEMENT EXCEED THE PRICE ALLOCABLE TO THE PRODUCTS OR UNIT THEREOF WHICH GIVES RISE TO THE CLAIM. NO LAWSUIT MAY BE BROUGHT AGAINST DOMTAR POS ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT UNLESS THE SUIT IS INSTITUTED WITHIN TWO (2) YEARS OF THE DATE OF THE BREACH (OR SUCH OTHER PERIOD AS SET FORTH HEREIN). 

10.    Terms; Cancellation; Changes. List prices, delivery terms, terms of payment, returned goods policies, and other terms and policies (including technical changes to Products) may be changed by Domtar POS at any time without notice. No cancellation or changes to this Agreement, including any conflicting or additional terms contained in any purchase order or other document submitted by Customer, shall be valid unless approved in writing by the Domtar POS and upon terms that will indemnify Domtar POS against any loss.

11.   Force Majeure. Domtar POS shall be excused from any delay or failure in performance hereunder arising out of causes beyond its reasonable control or without its fault or negligence.

12.     Compliance with Applicable Laws. Customer agrees to perform its obligations hereunder in compliance with all applicable laws, rules, and regulations. Certain Products may be subject to export controls under the laws of the U.S. and other countries. Customer must comply with all such laws and not export, re-export or transfer, directly or indirectly, any such Product except in compliance with such laws.

13.     Notice. All notices to Domtar POS shall be sent via registered mail or nationally recognized courier service to: New Receiptco Opco LLC / Domtar POS at 234 Kingsley Park Drive, Fort Mill, South Carolina 29715. Domtar POS may provide notice via electronic mail on file or submitted by Customer through the Domtar POS web portal. Customer is responsible for keeping notice contact information up to date through such portal.

14.     General. The invalidity of any provision contained in the Agreement will not affect the validity of any other provision. Domtar POS’ failure to insist on performance of any term or condition or to exercise any right or privilege shall not waive any such term, condition, right or privilege. The Agreement may be amended or modified only by a written instrument separately signed by the parties hereto. Customer agrees to pay all reasonable costs and expenses paid or incurred by Domtar POS enforcing its rights under this Agreement, including, without limitation reasonable attorney’s fees and costs. The provisions of Sections 2, 4, and 6-15 survive termination of the Agreement. The Agreement and Domtar POS’ quotation constitute the entire agreement between the parties and supersedes all other communications between the parties relating to the subject matter of this Agreement. Domtar POS’ quotations are offers that may only be accepted in full. No conditions, usage or trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, reject, or supplement the Agreement shall be binding unless made in writing and signed by both parties, expressly and specifically referencing the Agreement, and no modification or objection shall be caused by Domtar POS’ receipt, acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other documentation containing different or additional terms to those set forth herein, and any differing or additional terms from Customer are hereby rejected.

15.     Governing Law; Jurisdiction. The Agreement and all rights and duties under the Agreement are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Domtar POS and Customer consent to the exercise of jurisdiction over them by the courts in the State of Delaware, United States of America, and Domtar POS and Customer waive any objection to the assertion or exercise by such court of such jurisdiction.