General Terms and Conditions of Sale for Products

These General Terms and Conditions of Sale for Products (“Sales Terms”) apply to the sale of CAP products (“Products”) to customer (“Customer”).  CAP offer to sell Products to Customer, and CAP acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer’s acceptance of these Sales Terms.  The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered.   CAP objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms.

1. Pricing, Freight, Payment, Shipping, Returns

Product prices are as listed in the applicable CAP price list.  The actual price list will be sent by request to the Customer. Standard payment terms are net 14 days from the CAP 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 CAP´s prior written approval.  Order quantities must meet stated minimums for Products.  Products are shipped per the Incoterms statement on the CAP order acknowledgement or invoice, or, in the absence of such statement, EXW. Title and risk of loss transfers to the Customer upon delivery to the carrier.  If CAP pays freight on the Order CAP 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 CAP and Products may be placed on backorder at CAP’s discretion. Under no circumstances will CAP be liable for failure to ship, or for Customer’s failure to receive, Products by a certain date.  CAP may require prepayment of any Order. Any credit extended to Customer is done at CAP’s discretion and subject to CAP´s 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 CAP’s applicable return goods policy and require advance CAP authorization.

2. Compliance

CAP 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.

3. Product Information, Selection, and Use

CAP 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 CAP 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 CAP. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without CAP’s prior written consent.

4. Industrial / Occupational Products

CAP 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 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.

5. Warranty, Disclaimer, Limited Remedy

Unless a different warranty is expressly specified on the applicable Product Information or Product packaging (in which case such warranty governs), CAP warrants that each Product meets CAP’s applicable Product specifications at the time CAP ships each Product.  CAP 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 CAP’s option, repair or replacement of the nonconforming Product or refund of its purchase price.  CAP 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 CAP within 21 days after receipt that it believes a Product is non-conforming and, thereafter, cooperate with CAP’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.

6. Limitation of Liability

Except for the limited remedy above, and except to the extent prohibited by law, CAP 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.

7. Order Cancellation

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

8. Taxes

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 CAP’s invoice and Customer will be liable for their full payment.  CAP will not collect or remit any Transfer Taxes for which Customer provides a valid tax exemption certificate.

9. Effect of Other Agreements, Terms

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

10. Governing Law, Dispute Resolution

German law, without regard to conflicts of laws principles, shall exclusively govern CAP’s sale of Products to Customer. The United Nations Convention on Contracts for the International Sales of Goods does not apply. Except where CAP 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 court located within Düsseldorf, Germany shall be the sole and exclusive jurisdiction and venue for any litigation between Customer and CAP. Customer agrees to submit to the jurisdiction of such court in the event of any litigation.

11. Changes

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

Last revised March 15, 2021.