3M United States
These Terms and Conditions (“T&Cs”) are hereby incorporated into and made part of Buyer’s purchase order and may only be modified by written consent of 3M Global Channel Services, Inc. (“GCS”), a Delaware corporation and wholly owned subsidiary of 3M Innovative Properties Company (“3M IPC”). All sales are subject to these T&Cs and may not be altered by Buyer or Buyer’s purchase order. The only function of Buyer’s purchase order shall be to communicate the desired quantities of 3M products (“Products”) and the quoted price.
Pricing is as provided in an GCS quotation (“Quotation”). Pricing quoted is for total quantity and release dates provided in the Quotation. Any changes in quantity or release dates may result in a change in pricing. Pricing does not include applicable federal, state, and local taxes and duties, if any.
Net 30 days for Air Shipments, Net 60 days for Ocean Shipments, unless otherwise stated in writing by 3M GCS.
DAT Terminal (INCOTERMS 2010), freight prepaid by 3M GCS and charged back, unless otherwise agreed in writing by GCS. Title, beneficial ownership and risk of loss shall be retained by GCS until Product arrives at port of entry, duty unpaid, outside of United States
Buyer will promptly inspect all shipments of Products and promptly notify GCS in writing of any defects. Any Products not rejected within sixty (60) days after delivery are deemed accepted by Buyer.
Changes to delivery dates are only allowed if specifically agreed to in writing by GCS and any agreed exception will be subject to order change fees. All orders are firm and non-cancelable.
Products may not be returned without prior written authorization from GCS. Unless otherwise indicated by the manufacturing division’s policy, if Product is returned due to error by Buyer or a non-standard stock item, GCS may approve return if Product is in its original packaging and is able to be resold, and a 15% restocking charge will be applied.
GCS reserves the right to make minor modifications to Product specifications without notice to Buyer. GCS may discontinue Product(s) or sale of Products at any time. GCS will give Buyer reasonable notice of such action unless the discontinuance is due to an alleged health, safety or environmental risk or alleged patent infringement.
Buyer will comply with all applicable laws relating to the purchase, importation, exportation and use of Products, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA) and will offer nothing of value directly or indirectly to any government official on behalf of GCS in an attempt to obtain or retain business or gain an unfair advantage. Buyer shall promptly report to GCS any solicitation of anything of value to it by a Government Official. Buyer will comply with all applicable trade laws and regulations affecting any products and services supplied by 3M, including applicable United States and local laws and regulations. Buyer shall be advised that certain 3M products may be subject to export or import control restrictions, as indicated by the export control and harmonized tariff classification on the commercial invoice. Buyer is responsible for compliance with all applicable import and export control restrictions. Unless otherwise authorized by 3M management, 3M products are supplied for consumption in the country of purchase. Export to the Crimea region, Cuba, Iran, Syria, and North Korea may violate U.S. law. Buyer represents and warrants that it is not on any U.S. or other applicable restricted party lists (or owned 50% or more by one or more restricted party) and will not directly or indirectly engage in any transaction involving 3M products with entities or persons subject to U.S. or other applicable restrictions on transactions. Unless authorized, Buyer will not transfer or use any 3M products technology, or software in activities involving nuclear, chemical, or biological weapons, unsafeguarded nuclear materials, missiles, unmanned aerial vehicles, or nuclear propulsion, or for military end use or to military end users.
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. : Unless a different warranty is expressly stated on the Product package, label, case, carton, and/or on the Product literature, technical data sheets, Products are warranted to meet the applicable 3M product specifications at the time of shipment. GCS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer’s placement of the order shall signify that Buyer has determined that Product is suitable for the purpose for which it is being purchased. If Product is defective upon shipment, or within the warranty period as otherwise expressly stated on the Product package, label, case, carton, and/or on the Product literature, technical data sheets, Buyer’s exclusive remedy and GCS’s sole obligation shall be, at GCS’s option, to replace or repair the Product, or refund the purchase price of the Product.
The remedies provided herein are exclusive remedies against GCS, and its affiliates, for any alleged or actual nonconformance to specifications or defect or other failure in Products or for GCS’s performance of its supply obligations. UNDER NO CIRCUMSTANCES IS GCS, OR ITS AFFILIATES, LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUE OR BUSINESS) IN ANY WAY RELATED TO THE PRODUCT OR TO PERFORMANCE OF THE TRANSACTION GOVERNED BY THESE TERMS AND CONDITIONS UNDER ANY THEORY OF LAW INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY.
GCS will not be liable for failure to perform if performance is prevented, restricted, or interfered with by reason of fire, earthquake, other casualty or accident; inability to procure materials, power, or supplies; war or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of a government agency or court; or any other act or condition beyond the reasonable control of GCS.
GCS will use commercially reasonable efforts to fill orders properly placed and accepted. In the unlikely event of back-order or other limited supply of a Product, GCS will make Product available in a manner it determines to be equitable under the circumstances.
Any failure or delay by either party in exercising any right or remedy under a Quotation or these T & Cs is not a waiver and does not prohibit a party from exercising such right or remedy at a later time.
If any provision of a Quotation or these T & Cs is held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be deemed severable and such decision shall not affect any other provision of the Quotation or the T & Cs.
The rights and obligations of the parties shall be governed and construed in accordance with the laws of the State of Minnesota without giving effect to the choice of law principles thereof. The parties expressly agree that the U.N. Convention for the International Sale of Goods does not apply to this or subsequent sales transactions including these T&Cs. Any controversy or claim arising under or related to these T&Cs shall be determined by binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association. The arbitration proceedings shall be held in St. Paul, Minnesota in the English language.
These T&Cs constitute the entire agreement between the parties and supersede and terminate any and all prior agreements and understandings, whether written or oral, between the parties with respect to the any purchase orders issued by Buyer for Products. These terms shall expire 12 months from the date of signature.
3M reserves the right to change its Global Channel Services Terms and Conditions at any time without notice.
Last revised July 12, 2017.