Effective date: Jan 30, 2026 | Last updated: Jan 30, 2026

GENERAL TERMS AND CONDITIONS

1. GENERAL

1.1. The sales and supply contracts for the Products, as identified above, are concluded under the following general terms and conditions. 

1.2. The buyer/transferor/contractor (hereinafter: Customer), by sending the purchase order and with subsequent receipt of the order, declares to unconditionally accept the contents and application of these General Terms and Conditions of Sale and Supply, and which Customer declares to have reviewed and expressly and unconditionally accepted.

1.3. It is agreed that these General Terms and Conditions of Sale and Supply shall also apply to future purchases even if reference is no longer made to them. Any general terms and conditions of the Customer shall not apply unless expressly accepted in writing by GPA.

2. ORDERS

2.1. All purchase orders shall be made with the clause “subject to final approval by GPA”. Consequently, orders in any form submitted by the Customer are/will not be binding for GPA, which may not accept them and/or partially accept them at GPA’s sole discretion. GPA’s non-acceptance and/or partial acceptance of the purchase order shall not result in any rights on the part of the Customer for any reason or cause whatsoever.

2.2. The order shall be deemed completed when the Customer receives written acceptance (Order Confirmation) from GPA. The contents of the Order Confirmation, which constitute the Contract together with these General Terms and Conditions, shall be decisive for the performance of the requested service.

2.3. Except force majeure or express agreement between the Parties, any cancellations of orders by Customer, which have already been confirmed, shall have no effect, without prejudice to the right of GPA to request the Customer, in addition to payment of the price of the goods of the order, to pay compensation for any direct and/or indirect damage suffered by GPA, with no exceptions.

2.4. GPA reserves the right to proceed with partial sales and/or supplies.

3. PRICE AND TAXES

3.1. The supply and/or sale price of the products is what is shown in each Order Confirmation, plus the sales tax and logistics fees for period of reference, as well as any charges for ancillary services (such as storage costs). In the event of a conflict between the Customer’s purchase order and GPA’s Order Confirmation, the terms and conditions contained in the Order Confirmation shall prevail.

3.2. Unless otherwise agreed, the prices are always ex-works/warehouse of the Customer and for packaged goods, without unloading. GPA shall apply the standard packaging methods for each sale/supply. Additional costs for any packaging other than what is provided by GPA shall be borne exclusively by the Customer, with an express assumption of the risks of damage during transport and storage associated with the type of packaging. It is understood that the packaging of the goods is provided and is to be used solely to transport the goods. It expressly excludes any possible use as a storage unit and/or for other purposes.

3.3. The sale/supply price shall remain unchanged, provided the goods are collected by the delivery date/shipping date shown in the order confirmation. In the event of a delay in delivery due to the Customer’s request and/or fault, GPA shall have the right to apply the price plus any increases in force at the time of actual delivery.

3.4. Prices are exclusive of Transaction Taxes unless otherwise quoted. Unless otherwise stipulated in applicable tax laws, GPA is solely responsible for charging the applicable Transaction Taxes means on its invoices and remitting the same to the relevant tax authorities.

3.5. Customer shall pay or reimburse GPA for Transaction Taxes imposed on the sale of Product(s), Supplies, or Services to Customer under any Supporting Material, provided the Transaction Taxes are statutorily imposed either jointly or severally on Customer. Customer shall pay the agreed amounts and, where applicable, pay Transaction Taxes to GPA or any other party to whom such payment is due (calculated at the rate in accordance with applicable tax laws), unless a valid exemption certificate is provided to GPA.

3.6. Customer shall not pay or reimburse GPA for all other taxes which include any taxes, fees, surcharges, or exactions of any type which are statutorily imposed on GPA, including (but not limited to): taxes, fees, or surcharges imposed on GPA measured by GPA’s net or gross income, capital, net worth, franchise, or privilege; taxes imposed in lieu of taxes on GPA’s income; or any employment related taxes on GPA or GPA’s personnel. GPA shall not be liable for the payment of any taxes calculated over the income or profits obtained by Customer.

4. ORDER PROCESSING - TRANSPORT - INSURANCE

4.1. The delivery dates/shipping dates stated in the Order Confirmation are not binding for GPA, who reserves the right to inform the Customer of the exact date of delivery of the goods.

4.2. For DDP, FOB and CIF sales/supplies, the applicable pro tempore INCOTERMS clauses shall apply.

4.3. With the delivery of the goods to Customer specified carrier/forwarding agent, the Order is considered to have been fulfilled and, consequently, having fulfilled its obligation, GPA has the right to request payment of the amount due in accordance with the terms and methods set out in Section 9.4.

4.4. It is understood that GPA may suspend and/or cancel, by way of withdrawal, subsequent sales/supplies of goods in the event that the Customer is in default and/or in arrears with the payment of the amount due for sales/supplies already carried out, without prejudice to the rights of GPA as described below.

4.5. GPA may, at its sole discretion, require the Customer to pay for deliveries in advance or to provide guarantees of correct fulfillment of the Products.

4.6. In the event of repeated delays in payment or changes in GPA’s reasonable assessment of the Customer’s financial standing, GPA is within its right to terminate the Contract or require prepayment or other guarantees, if these have not been agreed in advance, and the Customer shall bear the resulting costs and expenses.

4.7. The Customer shall not be entitled to withhold payment of any amount due to GPA, nor shall the Customer have any right to compensation, unless the Customer’s counterclaims are acknowledged by GPA in writing, undisputed, or recognized by a final and legally binding court decision.

5. DELIVERY AND TRANSFER OF RISK

5.1. Pursuant to the provisions of section 4.3, the risk of partial or total damage to the goods shall pass to Customer upon delivery of the goods at the latest. In the event of delayed delivery due to circumstances dependent on the Customer, the risk shall pass to the Customer on the date of notification that the goods are ready to be delivered.

5.2. If, at the request of the Customer, GPA is required to deliver the goods to any place other than the place of performance set out in the Order Confirmation, without prejudice to the right to claim payment of additional costs, all risks shall pass to the Customer upon delivery of the Products to the forwarding agent, carrier or other person or agency appointed to collect them (“Appointed Forwarding Agent”).

6. SUBJECT OF THE CONTRACT - GUARANTEE - COMPLAINTS AND RETURNS

6.1. The subject of the contract exclusively includes the goods described in the order confirmation prepared by GPA. GPA guarantees that the products delivered will comply with the characteristics set out in the technical specification sheets, which the customer declares they will understand and accept. 

6.2. In the case of goods intended for uses requiring specific suitability requirements or different technical characteristics, GPA shall issue the corresponding guarantees only and to the extent that such uses and characteristics and the corresponding guaranteed request have been expressly indicated in the subsequently confirmed order.

6.3. Any sample or model presented and/or sent to the Customer has the sole purpose of illustrating the normal quality of the goods and may never be used as proof of a quality defect against GPA, bearing in mind that for each relationship the characteristics indicated in the order confirmation shall be the sole reference.

6.4. The Customer must check the goods upon receipt. Within 6 days of receipt and/or use, the Customer must report any defects in the goods in writing by registered letter with return receipt, stating specifically, under penalty of ineffectiveness, the defects found, attaching a sample and indicating the invoice number and the number of packages. The Customer must report any missing goods to GPA in writing, under penalty of forfeiture, no later than 24 hours.

6.5. In the event of hidden defects, the Customer must report them within 6 days of their discovery and, in any case, no later than 3 months from receipt of the goods, in accordance with the procedures set out in the Complaints Procedure issued by GPA and which the Customer declares to understand and accept.

6.6. The deadlines referred to in this article shall be considered as final and essential in the interest of GPA; it follows that any complaints made after the established deadlines shall have no effect.

6.7. GPA is not liable for damage caused by carelessness, improper and/or incorrect storage of the product, deterioration, misuse and, in general, for any indirect damage. Any disputes about individual batches shall not affect the remainder of the order.

6.8. In the event of activation of the guarantee for acknowledged defects, GPA may replace the goods or reduce and/ or refund the amount specified in the order confirmation. In the case of acknowledged and proven missing quantities (shortfall in supply), GPA shall have the right to make up the missing goods or to reduce the price proportionally

6.9. GPA shall only be liable for willful misconduct or gross negligence for the liability scenarios provided for in these General Terms and Conditions of Sale and within the economic limit of 50% of the value of the Order associated with the claim.

7. NON-CONFORMING PRODUCT AND DISPOSITION

7.1. Products means GPA ColorPRO Web Press paper(s) that have been properly stored and handled by the Customer within the storage environment specified in the Product Specifications.

7.2. “Non-Conforming Product” means any Product which, at any time during the applicable warranty period, as referenced below in 1.5, and does not comply with the Product Specifications or with the requirements of an Accepted Order of this Agreement.   

7.3. Customer’s failure to follow industry best practices as described in the Optimized Paper Handling and Logistics guide found at https://www.ophal.info may invalidate any GPA warranties or guarantees.

7.4. Exclusions: This Paper Limited Warranty does not apply to paper that (1) has been used with unapproved inks, agents, or other supplies; (2) has been modified or tampered with in any way; or (3) has sustained damage as a result of the failure to have a qualified operator using the product.  GPA shall not be liable for damage caused by carelessness, improper and/or incorrect storage of the product, deterioration, misuse and, in general, for any indirect damage that occurs after delivery.

7.5. Non-Conformance Reporting

7.6. Customer will check the goods upon receipt. Within 5 business days of receipt by Customer, Customer must report to GPA any defects in the goods in writing by email at ColorPRO@gpa-innovates.com, stating specifically, under penalty of ineffectiveness, the defects found, attaching photographs of the defects, and indicating the invoice number and quantity of material impacted. GPA may request samples of the material be sent to GPA for additional analysis.

7.7. GPA will provide a Case Number within two (2) Business Days of the Customer’s request. If GPA confirms the non-conformance, it may replace the defective product at its sole discretion.

7.8. If an issue is discovered by Customer, then Customer will cooperate with GPA on determining the root cause of the issue.

7.9. In the event of hidden defects, the Customer must report them within 5 business days of discovery and, in any case, no later than 3 months from delivery of the Products to Customer.  Hidden defects are out-of-specification material not visible to the unaided eye through typical visual inspection of the paper roll.

8. GPA LIMITED WARRANTY AND INCOMPLETE OR INCORRECT DELIVERIES

8.1. In the case of goods intended for uses requiring specific suitability requirements or different technical characteristics, GPA shall issue the corresponding guarantees only and to the extent that such uses and characteristics and the corresponding guaranteed request have been expressly indicated in the subsequently confirmed order.

8.2. Any sample or model presented and/or sent to Customer has the sole purpose of illustrating the normal quality of the goods and may never be used as proof of a quality defect against GPA, bearing in mind that for each relationship the characteristics indicated in the order confirmation shall be the sole reference.

8.3. The deadlines referred to in this article shall be considered as final. It follows that any complaints made after the established deadlines shall have no effect and GPA is under no obligation to address such complaints.

8.4. Any disputes about individual batches shall have no effect on the remainder of the order.

8.5. In the event of activation of the warranty for acknowledged defects, GPA may (1) replace the Products, or (2) provide a credit towards a future purchase in the amount specified in the order confirmation as agreed to by both Parties.

8.6. In the case of acknowledged and proven missing quantities (shortfall in delivery), GPA shall have the right to make up the missing Products or to reduce the price proportionally, as agreed to by both Parties.

8.7. GPA shall only be liable for willful misconduct or gross negligence for the liability scenarios provided within this section, up to 50% of the invoiced price of defected paper within the claim.

8.8. In the event of incorrect deliveries, Customer will cooperate with GPA to recover the material from the incorrect delivery.

9. USE OF THE PRODUCT - CUSTOMER'S INDEMNIFICATION OBLIGATIONS

9.1. Customer will use GPA’s Products according to the technical specifications and uses set out in GPA’s Product Specifications or data sheets. 

9.2. GPA is not liable for damages due to defects in a Customer's final product of which the Products constitute a part and/or component due to the application of the principle of liability of the Producer of the final product.

9.3. Customer shall hold harmless GPA, its directors, employees, affiliates and agents, from and against any and all claims, actions, claims by third parties, proceedings, losses, liabilities, claims, damages, assessments, rulings, compromises, transactions, fees, expenses (including legal fees, interest, penalties, investigation expenses and costs of proceedings) which are caused by, relate to, arise from or are in connection with any claim for damages caused by Customer’s use or misuse of the Products.

10. PAYMENT TERMS

10.1. The customer shall pay all invoiced amounts within thirty (30) calendar days of GPA's invoice date unless otherwise agreed in writing between GPA and Customer.

10.2. GPA may change credit or payment terms, including requiring payment in advance for any new or unfulfilled Orders, if, in GPA's reasonable opinion, the Customer's financial condition, previous payment record, or relationship with GPA merits such change.

10.3. GPA invoices and related documentation will be produced in accordance with GPA system standards. Additional levels of detail requested by Customer are subject to GPA’s agreement and may be chargeable.

10.4. The customer is not entitled to set-off or deduct any amount charged by GPA or to suspend its payment obligations for any reason whatsoever, despite any defense or counterclaim the Customer may have against GPA (other than counterclaims finally adjudged against GPA).

11. FORCE MAJEURE - SUPERVENING EXCESSIVE BURDEN

11.1. In the event of impossibility or significant temporary difficulty in preparing the Products, due to circumstances arising and not attributable to GPA or its suppliers, such as impediments due to force majeure (for example public emergencies, natural disasters, strikes and worker protests, even if only within the company, lockouts, redundancy funds, binding provisions of the Authority, difficulties and/or suspension of traffic and/or transport services, interruptions, energy or fuel shortages, lack of raw materials, fires, machinery breakdowns, pandemics and epidemics), GPA may, at its discretion, reduce the quantity of the goods and/or postpone the delivery date for a maximum period of 90 days and/or terminate the contract. It is understood that the Customer shall not be entitled to fees or reimbursement of any kind, indemnities and/or compensation for damages.

11.2. In the event that GPA has not exercised its right of withdrawal; the Customer remains obliged proceed to pay any amounts due.

11.3. GPA shall have the right to suspend and/or cancel any order, even if already confirmed, in the event that the performance of the service is excessively onerous for GPA due to unforeseeable and/or extraordinary events and in any case beyond GPA’s control.

12. TITLE AND RISK

12.1. Title to the Product(s) will pass directly from GPA to Customer upon the later of: (i) GPA’s receipt of payment of the Purchase Price in full from Customer, or (ii) delivery of Product(s) to the Site or Customer’s designee. Risk of loss or damage will pass to Customer upon delivery of the Product(s) to the Site or Customer’s designee.

12.2. Until title has passed to Customer, the Product(s) shall remain GPA’s personal property and shall not become part of Customer’s, by annexation or otherwise. Customer shall not offer, loan, pledge, encumber, sell, or otherwise transfer the Product(s) to any third-party, nor remove, obscure, or fail to apply any relevant label or marking supplied by GPA evidencing GPA’s ownership of the Product(s). Customer shall execute, in a timely manner, any and all documents reasonably requested by GPA to ensure that no encumbrances or liens exist or arise as to the Product(s) and/or to assist GPA in obtaining a priority perfected security interest in and to the Product(s).

12.3. If, before title passes to Customer, Customer becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, or if GPA reasonably believes that any such event is likely to occur, then, without limiting any other right or remedy GPA may have, GPA may enter any premises (whether owned by Customer or a third-party) where the Product(s) are stored in order to recover such Product(s).

13. WITHDRAWAL - EXPRESS TERMINATION CLAUSE

13.1. Without prejudice to the provisions of the previous article, GPA reserves the right to withdraw from any legal relationship with the Customer through advanced written notice of no less than 60 days.

13.2. GPA has the right to terminate any existing legal relationship with the Customer by means of a registered letter without the need for a notice of default, without prejudice to action for compensation of further damages suffered in the following cases:

13.3. complete or partial suspension of the payment of sums due for any reason to GPA;

13.4. insolvency, liquidation, including voluntary liquidation, or bankruptcy proceedings, or if protests are raised against it or in the case of pending proceedings for movable and/or immovable property.

13.5. The existence of such situations shall be verified on the basis of the legislation in force in the Customer’s country of origin.

14. INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES

14.1. Subject to the intellectual property rights of HP and other third-party licensors, all intellectual property rights in any specifications, configurations, documentation, drawings, samples, sample rolls, models, test data, application guidance, or other materials that are developed, written, or determined by GPA (collectively, “GPA Materials”) shall remain the exclusive property of GPA.

14.2. Customer shall not assert or claim any intellectual property, copyright, or other proprietary rights in or to the GPA Materials. Customer shall not reproduce, reverse engineer, replicate, or cause to be produced, directly or indirectly, for itself or any third party, any products or materials derived from or based upon the GPA Materials, nor use the GPA Materials for the purpose of securing intellectual property rights or preventing GPA from exercising or enforcing its intellectual property rights.

14.3. If Customer obtains or attempts to obtain any intellectual property rights in violation of this Section 14, Customer shall promptly and without charge assign such rights to GPA. Any costs incurred in effecting such assignment shall be borne by Customer.

15. PRIVACY - DATA PROCESSING

15.1. The Customer shall keep confidential all information received from GPA in any form and format, including but not limited to know-how, specifications, formulas, samples, and company data. The obligation to maintain secrecy shall remain in force irrespective of any termination of the business relationship between the parties until the information has entered the public domain through no fault of the Customer.

15.2. The Customer expressly authorizes GPA to disclose its data within GPA Inc. for statistical, commercial, marketing, credit protection, credit management, and transfer purposes.

16. GOVERNING LAW; JURISDICTION

16.1. The Contract and these General Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.

16.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

16.3. Any dispute, claim, or controversy arising out of or relating to the Contract or these General Terms and Conditions shall be subject to the exclusive jurisdiction of the state and federal courts located within the State of Illinois, and the parties hereby consent to the personal jurisdiction and venue of such courts.

17. MISCELLANEOUS

17.1. Any communication relating to the Contract or any delivery of goods governed by these General Conditions must be in English.

17.2. Any communication made on behalf of GPA shall only be legally binding if issued by the required number of authorized representatives (managing directors, authorized signatories, proxies).

17.3. Customer is not entitled to assign any of its rights or obligations under the Contract without GPA's prior written consent.

17.4. If any part or provision of these General Terms and Conditions or the application of such part or provision to any person or circumstance should be deemed invalid, illegal or unenforceable in any respect by any competent arbitral tribunal, court, government tribunal or administrative authority, a) such invalidity, illegality or unenforceability shall not affect any other part or provision of these General Terms and Conditions or the application of such part or provision to any other person or circumstance, and b) the Customer and GPA shall endeavor to negotiate a replacement provision which best reflects the economic intentions of the invalid, illegal or unenforceable part or provisions of these General Terms and Conditions without being invalid, illegal or unenforceable, and shall execute all agreements and documents required in this respect.

17.5. GPA's waiver of any provision is not deemed a waiver of the Customer's subsequent breach.

17.6. Any agreements between GPA and the Customer must be made in writing. Verbal agreements are null and void. Amendments to these General Terms and Conditions shall only be effective if made in writing.

18. DEFINITIONS

18.1. Supplies – “GPA Supplies” means paper and other substrate materials distributed or supplied by GPA, including products marketed as HP ColorPRO papers. GPA Supplies may be manufactured by third parties and may incorporate licensed technologies. Such materials are developed, specified, and qualified for use on compatible printing systems; however, GPA does not manufacture printing equipment and does not warrant the performance of any equipment or systems on which the GPA Supplies are used.

18.2. Services – could include storage services or transportation services

18.3. Supporting Material - any documents, agreements, or additional terms defining or detailing GPA's sale of products, supplies, or services to the customer. These materials might include contracts, purchase agreements, terms and conditions, or invoices

18.4. Specification Sheet - sometimes called a datasheet, is a technical product description of the GPA ColorPro Web Press Paper(s).

18.5. Inks - Ink is a liquid or paste substance that contains pigments or dyes used to create markings, designs, or text on various surfaces. It typically consists of four main components – colorants, carriers/solvents, additives and binders.

18.6. Agents - specialized substances or coatings applied during the printing process to enhance print quality and media compatibility

18.7. CEPAC—Confederation of European Paper Industries. The document link above outlines the standard terms and conditions for companies in the paper and packaging industry.

18.8. Priming Agents - these are used to prepare the surface of the media, ensuring better ink adhesion and improved print quality

18.9. Bonding Agents - These help the ink bond more effectively to the media, especially on uncoated surfaces, resulting in sharper and more durable prints.

18.10. DDP – Delivery Duty Paid

18.11. FOB – Free on Board is a shipment term that defines the point in the supply chain when a buyer or seller becomes liable for the goods transported.

18.12. CIF sales/supplies – cost insurance and freight international shipping agreement used when freight is shipped via sea or waterway the applicable pro tempore INCOTERMS.

18.13. Incoterms – set of internationally recognized rules which define the responsibilities of sellers and buyers in the export transaction.

18.14. Other Supplies – refers to any additional materials or consumables used with the paper that GPA did not approve or recommend. These could include:

18.14.1. Non-approved consumables - Materials like cleaning agents, coatings, or maintenance tools not verified by GPA.