Inter-States Paper Co., Ltd. — Conditions of Sale

Article 1 Contractual Provisions

Unless otherwise expressly agreed in writing by both parties, all current and future transactions with Inter-States Paper Co., Ltd. (hereinafter referred to as “the Company”) shall be governed in their entirety by these Conditions of Sale.

Article 2 Orders and Formation of Contract

  1. An order placed by a customer shall be deemed accepted and form a binding contract only upon the Company’s issuance of a written order confirmation (including confirmation by email).

  2. If, due to supplier lead times, shortages of raw materials, insufficient inventory, or other circumstances not attributable to the Company, the Company is unable to fulfil an order as originally agreed, the Company may cancel or modify the order and shall notify the customer in writing. If the customer raises no objection within seven (7) business days from receipt of such notice, the customer shall be deemed to have accepted the modified terms.

  3. Upon acceptance of an order, the customer shall be deemed to have agreed to the contents of these Conditions of Sale.

Article 3 Payment Terms

  1. The customer shall pay the purchase price in accordance with the payment method and payment term specified in the order and the invoice.

  2. During the period in which any dispute remains unresolved, the customer shall not delay or refuse payment for any reason.

Article 4 Late Payment and Breach of Contract

If the customer fails to make payment by the due date, the Company may:

  • Charge late payment interest in accordance with the relevant provisions of the Civil Code of Taiwan and the Business Accounting Act.

  • Suspend subsequent deliveries or the processing of pending orders.

  • Terminate any contracts that have not yet been performed.

  • Claim full compensation for all damages arising from the late payment.

  • Forfeit any amounts already received as liquidated damages (without prejudice to the Company’s right to claim greater damages).

Article 5 Retention of Title

Title to the goods shall remain with the Company until the customer has made full payment.
Prior to full settlement of the purchase price, the customer shall not resell, pledge or transfer title to the goods without authorisation; where resale is necessary, the customer shall ensure that the Company’s retention of title remains enforceable against third parties.
Risk shall pass to the customer upon delivery of the goods to the carrier or to the location designated by the customer.

Article 6 Delivery and Delay

  1. Any stated delivery date is an estimate only and does not constitute a guarantee by the Company.

  2. The Company shall not be liable for any delay caused by force majeure, supplier delays, port disruptions, natural disasters, strikes, import quarantine requirements, flight rescheduling, or other similar circumstances.

  3. The Company may fulfil an order by partial deliveries.

Article 7 Inspection of Defects and Returns

  1. The customer shall inspect the goods immediately upon receipt, and if any defects or shortages are discovered, shall notify the Company in writing within seven (7) days.

  2. In the case of latent defects, notice shall be given within seven (7) days after discovery and, in any event, no later than five (5) months after delivery.

  3. If the customer fails to indicate “subject to inspection” on the delivery note at the time of receipt, the customer shall not be entitled to raise any subsequent claims for defects.

  4. Any return of goods shall be subject to the Company’s prior written consent and must be made with the goods kept in their original packaging and in an inspectable condition.

  5. The Company’s liability for defective goods shall be limited to the value of the goods concerned, and the Company shall not be liable for any indirect or consequential damages.

Article 8 Transportation Terms

Unless otherwise agreed, all goods shall be handled on an Ex Works (EXW) basis; transportation, insurance and all subsequent risks shall be borne by the customer.

Article 9 Termination of Contract (Express Termination Clause)

If any of the following circumstances occurs, the Company may terminate the contract without prior notice:

  1. The customer becomes subject to suspension of business, bankruptcy, reorganisation, or other statutory insolvency proceedings.

  2. The customer is involved with an enterprise that directly competes with the Company and thereby jeopardises the Company’s commercial interests.

  3. The customer fails to make payment in accordance with the contract.

Article 10 Governing Law and Jurisdiction

Matters not provided for in these Conditions shall, in addition to reference to international practices of paper material suppliers, be governed by the laws of the Republic of China (Taiwan).

Article 11 Jurisdiction

For any dispute arising out of or in connection with this contract, the parties agree that the New Taipei District Court shall be the court of first instance.