3M ELECTRONICS MARKETS MATERIALS DIVISION
Terms and Conditions of Sale
1. General: The terms and conditions of sale stated herein shall govern the sale of goods between 3M and Purchaser. The terms and conditions of sale are expressly limited to those stated herein; any additional or different terms in a customer’s purchase order or otherwise shall not be deemed a part of this contract.
2. Order Rejections: 3M reserves the right to reject any order received within five (5) working days of receipt of the order. 3M will provide notification on any orders rejected. This includes any order with a delivery date that is less that the published lead time for the particular product (“Rush Orders”).
3. Acknowledgements and Terms of Buyer’s Purchase Order: If orders are placed other than EDI, acknowledgements are provided only upon request. Acceptance of Purchaser’s Purchase Order, either by written acknowledgment or by shipment of Product by 3M, does not constitute acceptance by 3M of any of the terms and conditions of that Purchase Order, except as to identification and quantity of Product involved. Any additional or different terms in Buyer’s Purchase Order, except as to identification and quantity of Product, shall not be deemed part of these Terms and Conditions and shall not apply to this sale of 3M Products to Buyer.
4. Payments Terms: Net 30. Payments are due thirty (30) days from date of invoice. At 3M’s discretion, late fees or a carrying charge up to the maximum rate allowed by law may be charged for any overdue amount. Failure to pay in accordance with the terms stated herein may result in 3M’s revocation of credit or 3M’s refusal to ship future orders.
5. Delivery: All orders are shipped FOB point of shipment, or otherwise at 3M’s discretion, freight pre-paid and charged back, or freight collect, via lowest cost routing. If a customer requests a same day expedite shipment after the daily 10 AM cutoff time they will be required to ship that order via next day air service with the customer paying the freight.
6. Over/Under Shipments: For applicable items, 3M considers an order complete if it is within 10% of the original quantity ordered. If Purchaser requires shipment of exact quantities, please indicate “ship exact quantity” on the purchase order.
7. Back Orders: For large orders which 3M does not have sufficient material to ship complete, 3M will ship partial quantities and back order the balance for shipment at a later date. If Purchaser requires a single shipment of exact quantities, please indicate “ship exact quantity” on the purchase order.
8. Reschedules: Delivery of orders may be rescheduled up to three (3) times if 3M receives the written revised delivery request prior to the shipment date. All rescheduled delivery dates must be within ninety (90) days of the original scheduled delivery date.
9. Minimum Order: The minimum order value is based on the minimum order quantity stated for each product.
10. Cancellations: Upon Buyer’s submission of its order to 3M, that order will be deemed a firm order that cannot be cancelled without 3M’s permission. If 3M authorizes the cancellation, then 3M will charge the Purchaser a cancellation fee of $200.00 plus any accrued charges (artwork, proofs, materials, custom dies, etc.).
11. Claims & Errors: Claims for shortages, erroneous charges and pricing errors must be presented in writing within sixty (60) days of invoice, or they will not be allowed. On allowed claims, a credit memo will be issued to the claimant to be used against future remittances. All unauthorized deductions are subject to a $250.00 administrative processing fee and will be invoiced to the Purchaser.
12. Freight Claims: Reasonable care and inspection is provided prior to shipment. If freight damage should occur, contact the carrier immediately.
13. Return Policy: No returns will be accepted for non-standard products unless the return is based on a quality issue or due to 3M error. No returns will be accepted for “Rush Orders”. 3M will accept returns of standard products if returned within fifteen (15) days of purchase. 3M will only accept returned material if a Return Material Authorization (RMA) and credit memo has been issued. Returned material must be saleable and in its original, sealed and unopened packaging. Returned material must be properly packaged and shipped to prevent damage. Signs of usage, freight damage, missing parts, etc., may form the basis for adjustment of the amount of credit to be issued. The Purchaser is liable for all freight charges unless the return is based on a quality issue or due to 3M error. Returned material will be subject to a 15% restocking fee. 3M Authorized Distributors should use the Inventory Adjustment Allowance, where applicable, in place of product returns.
14. Inventory Adjustment Allowance: In lieu of product returns, an Inventory Adjustment Allowance may be available to 3M Authorized Distributors to aid inventory control and disposal of non-moving or slow moving inventory. The Inventory Adjustment Allowance may be applied to purchases of published standard and non-standard products. Consult the Inventory Adjustment Allowance document or 3M Authorized Distributor contract for detailed information.
15. Pricing and Price Change Notification: Prices quoted and proposed shipment dates are valid for five (5) days unless otherwise specified by 3M. Prices for products are those which are in effect on the date of order placement. If special pricing is required, a contract may be established with proper approvals, for scheduled releases within twelve (12) months. If the quotation states that it is valid for a period of time exceeding five (5) days, 3M may, with thirty (30) days advance written notice, change the price of the products subject to the quotation or purchase order. All such price changes shall apply to all purchase orders accepted but not yet shipped. Prices do not include any sales, excise, use, value added or other similar taxes. These taxes will be invoiced to and paid by the Purchaser, if applicable.
16. Product Discontinuations: The products subject to these terms and conditions shall be offered for a period of five (5) days from the date of this quotation. If the quotation states that it is valid for a period of time exceeding five (5) days, 3M will use its good faith efforts to give Purchaser sixty (60) days advance written notice of any product discontinuations subject to the quotation or purchase order. 3M Authorized Distributors may return discontinued products within thirty (30) days of the discontinuance for purchases within the last six (6) months and these returns do not count against the Inventory Adjustment Allowance, if applicable.
17. Product Change Notifications: Unless the quotation states that it is valid for a period of time exceeding five (5) days, 3M shall not be required to give any notification of a change to the product that will materially change the form, fit or function of the product. If the quotation states that it is valid for a period of time exceeding five (5) days, 3M will use its good faith efforts to give Purchaser sixty (60) days advance written notice of a material change in the form, fit or function of the product.
18. Tooling: All right, title and interest to means of manufacture, and fixtures and tools required for the performance of work ordered by Purchaser, belong to 3M. Invoices covering partial tooling, set-up charges, fixtures, or tools, do not convey any title or interest to Purchaser unless otherwise specified in writing. Such set-ups, fixtures, and tools remain the property of 3M upon completion of the order, and identical or similar goods may be manufactured, processed, used and sold by 3M to other customers, without recourse. When tooling charges are applicable, 50% of the invoiced payment is due upon receipt of the purchase order for goods, and the balance of this payment is due upon approval of the first article. Delivery of the first article pieces will be negotiated upon receipt of the order.
19. Warranty: Before using the product, Purchaser must evaluate it to determine if it is suitable for its intended application. Purchaser assumes all risks and liability associated with such use. 3M’s product warranty is stated in the product literature and available upon request. If the product is defective within the stated warranty period, the exclusive remedy shall be for 3M, at its option, to replace or repair the 3M product or refund the purchase price of the 3M product. 3M MAKES NO OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
20. Limitation of Liability: EXCEPT WHERE PROHIBITED BY LAW, 3M WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM THE 3M PRODUCT OR THIS AGREEMENT, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL REGARDLESS OF THE LEGAL THEORY ASSERTED. IN NO EVENT SHALL 3M’S LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE OF THE GOODS PURCHASED FROM 3M WHICH GIVE RISE TO A CLAIM.
21. No Resale of Product. Product is sold or provided to Purchaser solely for Purchaser’s internal manufacturing use or consumption. Product may not be repackaged, resold, or redistributed in any manner without the prior written consent of 3M
22. Assignment: Purchaser shall not assign this agreement or any rights hereunder without the prior written consent of the 3M.
23. Force Majeure: 3M shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any event beyond the reasonable control of 3M. If such event occurs, 3M may allocate production and deliveries among its customers.
24. Entire Agreement: 3M’s quotation and these terms and conditions contain the entire agreement of the parties with regards to 3M’s sale of products to Purchaser. Unless otherwise agreed in writing and signed by an authorized 3M representative, to the extent that any purchase order, order acknowledgement, other writings or previous communications are inconsistent with these terms and conditions, these terms and conditions will prevail. No modification, termination, amendment or waiver shall be binding upon the parties unless agreed to in writing by 3M.
25. Dispute Resolution: Any questions, claims, disputes or litigation arising from or related to the making, performance or alleged breach of these Terms and Conditions or to any available remedies (collectively, a “Dispute”), shall be governed solely by the laws of Minnesota without regard to its conflicts of law principles and shall be resolved as follows: (i) upon written notice of Dispute, by in-person negotiation between business representatives of the parties who have authority to fully resolve the Dispute; (ii) if within 60 days of the notice the Dispute has not been fully resolved, the parties must conduct a confidential mediation using a location, mediator, and rules acceptable to both parties (with the costs of mediation shared equally); (iii) if the Dispute is not then resolved, and as a last resort only, either party may commence litigation; provided that any lawsuit must be filed and maintained solely in the state or federal courts of the state in which the defendant is to receive notices under these Terms and Conditions. Nothing will preclude either party from taking whatever actions it deems necessary to prevent immediate, irreparable harm to its interests. Any action for breach of these Terms and Conditions must be commenced within one year after the breach occurs, except that warranty claims must be brought within the warranty period.
26. Medical Use: 3M Electronics Markets Materials Division products are industrial products manufactured to industrial specifications in compliance with ISO 9001:2000 and
certain other recognized industrial quality standards. These products, however, are not certified to or manufactured in accordance with current good manufacturing practice (CGMP) requirements for medical devices or pharmaceuticals (see, e.g., 21 C.F.R. 820.1 et seq. and 21 C.F.R. 210.1 et seq.) or other similar quality systems, regulations, or standards (“Standards”), including international Standards, that may be expected or required for medical or pharmaceutical
applications.27. Federal Government Contracts: The Products sold to Purchaser under these terms and conditions are “commercial items” as defined in 41 U.S.C. § 403 and Federal Acquisition Regulation (FAR) 2.101. If this transaction is a federal government subcontract, only the clauses in the version of FAR 52.212-5(e), FAR 52.244-6 and DFARS 252.244-7000 as appropriate, in effect on the date of this transaction, are incorporated by reference into these terms and conditions and apply to the extent required by such clauses. Nothing in these terms and conditions will be construed as a country of origin certification, unless expressly provided by 3M at Buyer’s request. Notwithstanding any other provisions herein, 3M makes no price warranty or guarantee of any kind, including any agreement for “most favored customer” pricing.