General Terms and Conditions of Sale for Products

Product prices are as listed in the applicable 3M price pages or in 3M’s electronic order systems as of the date 3M processes Customer’s Order.  For Orders specifying future-dated shipments, 3M has the sole discretion to charge the price in effect on the date of the shipment.  Standard payment terms are net 30 days from the 3M invoice date, unless a different period is stated on the invoice.  Customer may not make or take any deduction, set-off, or other adjustment without 3M’s prior written approval.  Order quantities must meet stated minimums for Products.  Products are shipped per the Incoterms statement on the 3M order acknowledgement or invoice, or, in the absence of such statement, F.O.B. point of shipment.  Title and risk of loss transfers to the Customer upon delivery to the carrier.  If 3M pays freight on the Order 3M may designate the means of transportation and routing.  If Customer requires alternative means of shipment, Customer will pay any resulting costs.  Lead times are as stated by 3M and Products may be placed on backorder at 3M’s discretion.  Where Product availability is limited for any reason, 3M may fill orders or otherwise allocate Products in any manner it deems appropriate.  Under no circumstances will 3M be liable for failure to ship, or for Customer’s failure to receive, Products by a certain date.  3M may require prepayment of any Order.  Any credit extended to Customer is done at 3M’s discretion and subject to 3M credit requirements.  Customer must keep its account current at all times.  3M may withhold shipments, payments, or other benefits, and/or assess late fees and interest on past due amounts until the account balance is current.  Returns are subject to 3M’s applicable return goods policy and require advance 3M authorization.

3M will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anti-corruption, or anti-kickback law.

3M may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”) for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any 3M or third party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by 3M. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without 3M’s prior written consent.

3M intends, labels, and packages its industrial and occupational products for sale to trained industrial and occupational customers for workplace use.  Unless specifically stated otherwise on the applicable product packaging or literature, these products are not intended, labeled, or packaged for sale to or use by consumers (e.g., for home, personal, primary or secondary school, recreational/sporting, or other uses not described in the applicable product packaging or literature), and must be selected and used in compliance with applicable health and safety regulations and standards (e.g., U.S. OSHA, ANSI), as well as all Product Information, user instructions, warnings, and other limitations, and the user must take any action required under any recall, field action, or other product use notice. To the extent Customer promotes or sells such products outside of industrial and occupational channels or to consumers; or relabels the Product in any manner; or subdivides, repacks, or sells products in units smaller than as packaged by 3M; Customer bears sole responsibility for meeting all applicable requirements (including packaging and labeling requirements) and for any resulting claims, losses, and damages.

Unless a different warranty is expressly specified on the applicable Product Information or Product packaging (in which case such warranty governs), 3M warrants that each Product meets 3M’s applicable Product specifications at the time 3M ships each Product.  3M MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE.  If a Product does not conform to this warranty, Customer’s sole and exclusive remedy is, at 3M’s option, repair or replacement of the nonconforming Product or refund of its purchase price.  3M has no obligation under this warranty with respect to Products that are modified or damaged by Customer, including through misapplication, misuse, abuse, accident, neglect, or mishandling.  Customer must notify 3M within 45 days after receipt that it believes a Product is non-conforming and, thereafter, cooperate with 3M’s investigation of such claim, otherwise Customer waives any right or claim with respect to such non-conformance.  The foregoing warranty and remedy shall not apply to experimental or developmental Products, which are sold “as is” and without any warranty.

Except for the limited remedy above, and except to the extent prohibited by law, 3M is not liable for direct, indirect, incidental, special, punitive, or consequential damages (including, but not limited to, lost profits, revenue, business, opportunity, or goodwill) that directly or indirectly arise from or relate to Products, regardless of the legal or equitable theory asserted, including, but not limited to, warranty, contract, negligence, fraud, or strict liability.

Products are sold for use or consumption within the United States only. If 3M authorizes Customer in writing to export Products outside of the U.S., Customer (a) assumes all responsibility for such Products, (b) will comply with all laws and regulations relating to the export and sale of Products outside the U.S., and (c) will adhere to all applicable 3M policies and procedures relating to the export of Products as a condition to purchase and export.

Customer may cancel an Order only with 3M’s written consent. In the event of an approved cancellation, and where 3M has incurred costs and expenses that cannot reasonably be recovered through sale of the Products to another person or entity, Customer will pay 3M for all such costs and expenses, which may include costs of related raw materials, packaging, and other items dedicated to Products. 3M may cancel a Customer Order without obligation or liability upon notice to Customer.

Product prices do not include any applicable taxes, tariffs, duties, fees, or charges of any type imposed by any governmental authority (“Transfer Taxes”).  Transfer Taxes will be separately itemized on 3M’s invoice and Customer will be liable for their full payment.  3M will not collect or remit any Transfer Taxes for which Customer provides a valid tax exemption certificate.

Where 3M and Customer have a specific agreement for the sale or supply of Products or an individual 3M business unit has issued specific terms and conditions for specific products, that agreement or the business unit specific terms and conditions (collectively “3M Agreement Terms”) will control, as to these Sales Terms, to the extent that the 3M Agreement Terms are in addition to or conflict with these Sales Terms.  By ordering Product using the 3M order systems, Customer agrees to be bound by all terms and conditions, program requirements, and other policies set forth in the applicable 3M price pages, order forms, or order systems.

Minnesota law, without regard to conflicts of laws principles, shall exclusively govern 3M’s sale of Products to Customer. The United Nations Convention on Contracts for the International Sales of Goods does not apply. Except where 3M files a claim or action to collect unpaid amounts due from Customer, all claims and disputes arising from or relating to these Sales Terms, any Order, or the Products must be resolved exclusively through the following dispute resolution processes: (a) good faith negotiations between duly authorized representatives of each party conducted within 90 days of a request for negotiations; (b) if necessary, non-binding mediation before a neutral mediator jointly selected and paid for by the parties within 120 days of a request for mediation at a location acceptable to both parties; and (c) as a last resort, litigation. The state or federal court located within Ramsey County, Minnesota shall be the sole and exclusive jurisdiction and venue for any litigation between Customer and 3M. Customer agrees to submit to the jurisdiction of such court in the event of any litigation.

3M primarily sells commercial items as defined in FAR 2.101. For Orders which reference a U.S. Government agency prime contract number, or are otherwise identified as a U.S. Government subcontract, the following clauses as in effect on the date of the Order are hereby incorporated by reference into these Sales Terms only to the extent that they are applicable and required to be flowed down by FAR or DFARS prescription: (a) the clauses required to be flowed down to subcontracts in FAR 52.212-5(e) when the Customer’s government contract is for commercial items/services or those required to be flowed down to subcontracts in FAR 52.244-6 when the Customer’s government contract is for noncommercial items/services, and (b) for contracts with the Department of Defense, the clauses required to be flowed down to subcontracts for commercial items per DFARS 252.244-7000(a), except for DFARS 252.225-7009 - Restriction of Acquisition of Certain Articles Containing Specialty Metals and DFARS 252.227-7013 - Rights in Technical Data--Noncommercial Items, which must be separately negotiated if applicable.  All other U.S. Government agency contract provisions are rejected. Acceptance of additional government contract provisions, including country of origin provisions, must be explicitly agreed upon in writing by the 3M Government Contract Administrator. Acceptance of an Order does not constitute acceptance by 3M of any other government contract provision listed on purchase order documents or Customer terms and conditions. 3M rejects any Customer provision pertaining to most favored customer pricing. 3M requires its suppliers to provide goods that conform to all design, performance and production requirements, do not infringe on a third party’s intellectual property rights, are new, authentic, and not counterfeit, and comply with all applicable laws and regulations. Therefore, 3M specifically rejects any Customer counterfeit terms and conditions other than DFARS 252.246-7007. Except for technical data accompanying a product such as instruction manuals, technical data is not normally a deliverable for 3M. Technical data provisions must be separately negotiated.  3M is a large business under FAR Part 19 and the rules of the Small Business Administration. Customer warrants that in supplying 3M products in response to any government contract solicitation that has been set-aside for small business, Customer understands and will comply with the applicable rules.

3M reserves the right to change its Sales Terms at any time without notice.

Last revised October 13, 2020.