December 29, 2017
Subject: Veritiv's Remedies upon Customer Cancellation of Repudiation of Purchase Orders/Agreements for Packaging, Print and Facilities Supplies Products
Effective December 29, 2017, the following position statement applies to sales of packaging, facilities supplies and print products and equipment (collectively, the "Products") by Veritiv Operating Company, and its wholly owned subsidiaries in existence as of the date first referenced above and those which may be created or acquired at any point in the future (collectively, "Veritiv"). Notwithstanding any contrary terms or conditions that may be found in any existing or future written agreements, terms of sale or other legally binding agreements between Veritiv and its customer(s) concerning the purchase and sale of the Products (each a "Sales Contract"), in the event a Veritiv customer, without cause, cancels, terminates or otherwise repudiates (collectively, a "Cancellation") a Sales Contract prior to Veritiv's delivery of the Products covered thereby, but only with respect to that portion of the Products then ordered by, in transit to or on hand with Veritiv for which there is not an alternative use to Veritiv (i.e. where Veritiv (i) is limited practically from readily directing the Product in its complete state for another use or (ii) would incur significant economic losses to direct the Product for another use), Veritiv expressly waives, promises to release, and hereby releases any and all rights to recovery of any damages, costs or expenses, except for the landing cost of such Products to Veritiv, and any other direct, out of pocket expenses (i) incurred by Veritiv in connection with Veritiv's purchase and storage of such Products, or (ii) otherwise resulting from and relating to such Cancellation (the "Waiver"). This position statement, and the Waiver, shall not apply to, and shall have no effect on, any Sales Contracts which provide Veritiv with more restrictive remedies than the Waiver.
The Waiver shall remain in effect until such time as terminated by Veritiv's CFO. Such termination shall be posted on Veritiv's website (www.veritivcorp.com) and shall be effective 90 days following such posting. Any such termination shall have no effect on Cancellations which occur prior to the date of such termination.
Notwithstanding the "parol evidence" rule or any other similar legal concept, this position statement, the Waiver, and Veritiv's express promises detailed above, may be relied upon, and introduced into evidence, by any Veritiv customer, and shall be binding against Veritiv, in law or equity, in any dispute or legal action between Veritiv and such customer concerning a Cancellation, and are intended to apply to any future Sales Contracts as if in existence on December 29, 2017, notwithstanding any contrary language therein.
VERITIV OPERATING COMPANY
By: Stephen J. Smith, Chief Financial Officer