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TERMS AND CONDITIONS OF SALE
for
3M NEW ZEALAND LIMITED (“3M”)

Effective: May 1, 2013

Order and Delivery Details

Orders are subject to acceptance by 3M in whole or in part. Any provisions in customers' orders which conflict with or are additional to these Terms and Conditions shall be excluded from contracts for supply.

Standard Orders

Orders received by 4pm (NZST) that have no special delivery/handling requirements will be dispatched on the next working day.

Orders received electronically via eDI, eFAX or eOC will not be subject to the minimum order value as specified in the 3M price list in effect at that time.

Split deliveries to different locations for single orders are not available.

Urgent Orders

Orders requiring urgent handling must be received by 1pm (NZST). Please contact your Customer Service Representative for further details.

Drop Shipment Orders

Drop shipment orders to companies who are not wholly owned by 3M account customers are available at 3M’s discretion and will incur a minimum handling fee specified in the 3M price list in effect at that time. Please contact your Customer Service Representative for further details.

3M Online

3M Customers can view product availability, pricing and order status online via 3M’s Electronic Order Centre (EOC). Please contact your Customer Service Representative for further details

Handling and Administration Fees

Refer to clause 1 of the Terms and Conditions of Sale

Minimum Order Value
A $     minimum order value is applicable

Urgent Order Fee

$45 in addition to any extra freight or courier costs

Drop Shipment Fee

A $75 minimum fee is applicable

Returned Goods Fee

10% of the value of the goods or $45 (whichever is the greatest)

All charges will be applied at 3M’s discretion

Transportation

Freight paid into store is via cheapest route as selected by 3M. If other modes of transport are required, this will be at the cost of the customer. The method of transportation and the carrier will be at the selection of 3M. The customer will, upon receipt of the goods, inspect the same and lodge any complaint in accordance with clause 8(d) below..

Uncontrollable Events and Delays

While 3M will endeavour to adhere to stipulated delivery times, delay, however caused, will not entitle the customer to claim from 3M. In the case of delays caused by circumstances beyond the control of 3M or by the suppliers to 3M, 3M will have the right to either suspend deliveries without notice or to cancel the contract without liability.

Prices

All prices will be those in effect at the date of dispatch and unless otherwise expressly indicated such prices will include freight charges. Changes in pricing will be made due to such uncontrollable factors as devaluation of currency and/or variations to landed costs and/or increases in manufacturers' costs.

Distributors are under no obligation whatsoever to comply with the recommended selling prices contained in distributors price lists.

Manufacturer's costs

Any such additional costs will be passed on to the customer. All price changes will be made in compliance with the current applicable Government Regulations.

Credit Terms

The normal terms of sale are on the basis of cash with order. Credit may be given to approved customers who prior to the date of acceptance of an order have lodged an application for credit in writing on the form prescribed by 3M and their credit worthiness has first been approved by 3M in writing prior to the placing of that order.   In the event Payment Terms have not been agreed, 3M’s Standard Payment Terms of full settlement of account on or by the last working day of the month following the month in which goods were purchased i.e. net 30 days shall apply. Any variations to Payment Terms must be authorised by 3M in writing.

Interest is chargeable on overdue balances at the rate of 2 per cent for the whole or part of each month during which such accounts are unpaid. The rate of interest may be varied from time to time by 3M giving written notice to the customer.

Failure to pay any account upon the due date for payment entitles 3M to suspend delivery, to refuse further orders and to cancel any existing contract for supply without notice.

As a condition of the granting of credit 3M may in its own sole discretion at any time require the customer to give security for payment (in addition to the security interest taken in the goods pursuant to clause 14 below). Until sufficient security is given to the satisfaction of 3M, 3M may, at its option, withhold delivery or suspend or terminate the contract. Upon such withholding, suspension or termination, payment for all goods delivered and services provided up to the date of such withholding, suspension or termination and any other moneys payable to 3M shall become immediately due and payable.

3M shall be entitled to recover from the customer all legal and other costs arising from collection of any overdue moneys.

Return Goods and Claims Procedure

The following specifies the conditions under which returned goods and claims for adjustment of account will be accepted by 3M:

a) Claims must be initiated by phone, fax, or mail. However telephone contact is preferred, this being the most timely and efficient method for both parties.

For all claims, contact 3M’s Customer Service Department, the exception being claims regarding allegedly defective products, in which case the first point of contact should be the customer’s regular 3M Sales Representative.

The unilateral deduction of unverified claim amounts from periodic remittances to 3M is a practice not consistent with this policy and procedure.

b) Goods the subject of a claim must not be returned to 3M without prior agreement and the issue of a 3M Returned Goods Authorisation.

Provided the claim is within this policy, 3M will arrange for collection of the goods by its authorised carrier and will credit the customer’s account as soon as possible within the specific type of claim as noted below. If goods are returned without 3M Returned Goods Authorisation requests for credit may be rejected. 3M will not accept freight forward charges.

Credits issued prior to receipt of returned goods are done so in good faith conditional upon the following:

    i. the goods physically returned to 3M correspond to the goods described in the claim; and

    ii. with the exception of damaged or defective goods claims, the goods are in saleable condition and retain sufficient shelf life to enable 3M to offer the goods for sale under the standard shelf life policy applicable to such goods. The claim may be reversed or adjusted to the extent such conditions are not met.

c) The standard notification period for claims is 30 days from invoice. Exceptions are noted below.

d) Claims beyond the notification periods, or otherwise made or taken outside this policy and procedure will not be accepted.

Policy Relating to Specific Types of Claim

a) Errors attributable to 3M or its Carriers – Claims must be initiated within 30 days of invoice, quoting applicable invoice number(s).

b) Ordering Errors and Other Returns Attributable to the customer

Standard Stock Items – Claims must be made within 30 days of invoice, quoting invoice number, and must meet the requirements and conditions specified in clause 7(b) (i) and (ii) above. Any handling or freight charges invoiced to the customer at time of supply will not be credited upon return of the goods. At its discretion, 3M may apply a handling and administration charge to the returned goods transaction. The charges applicable at any given time are specified in the 3M price lists in effect at that time.

Non Standard Items, i.e. products modified or converted from its original form by the customer (e.g. split, printed, die-cut, laminated etc.) or manufactured, acquired or imported to meet a specific order OR standard stock items purchased under special conditions specifically excluding return – These goods will not be accepted for return and credit under any circumstances unless subject to quality complaintdamage or warranty provisions as described in (d) and (e) below.

c) Pricing Claims - Claims for credit based on incorrect pricing of goods, services or other 3M charges, must be made to 3M within 30 days of invoice date, quoting applicable invoice number(s).

d) Goods Damaged, Lost in Transit or Short Delivered - Such claims must be made within 30 days of date of invoice, quoting invoice number. Damaged goods must not be returned to 3M without prior agreement. Within this policy, 3M will arrange for collection of the goods and credit the customer’s account subject to clause 7(a) above. The processing of claims for goods lost in transit or short delivered will be subject to prior verification against delivery/receipt documentation maintained by 3M’s carriers. Claims against goods received “subject to check” will not be accepted unless this practice has been specifically agreed between the parties in advance.

e) Claims regarding allegedly Defective Products – Except where specific warranty provisions apply, claims alleging defective product must be made to 3M within 3 months of supply or within the recommended shelf life of the product, whichever is the shorter period. Where a specific warranty period applies from date of purchase, this will define the period within which claims will be accepted. All goods alleged to be defective are subject to inspection by 3M’s Sales Representatives and/or laboratory staff prior to acceptance of the claim. The initial point of contact for such claims is the customer’s regular 3M Sales Representative. Where a claim is proven, credit will be given as soon as possible.

f) The Return of Goods at the Instigation or Request of 3M – With the prior agreement of the customer, 3M will initiate the collection of subject goods and issue a credit upon verification of the quantities and dollar amounts involved. Since typically these requests relate to product replacement or withdrawal, or special market conditions, issues of saleability and shelf life will vary with the situation and will therefore be agreed in writing at the time of 3M’s initial request.

g) Rebates and Other Allowances – These claims must be submitted to 3M in writing and will be processed by 3M upon verification.

Risk

The risk of any loss of or damage to or deterioration of the goods due to any cause whatsoever shall be borne by the customer from the date of completion of delivery of the goods to the customer. The attention of the customer is drawn to the fact that sensitive goods require proper store and display conditions to maintain quality and that certain 3M products may deteriorate if not stored and handled in the original sealed packages.

Warranties and Limitation of Liability

3M excludes all statutory or implied conditions and warranties to the extent permitted by law. In particular, the consumer Guarantees Act 1993 does not apply to any goods supplied to the customer for business purposes. Under no circumstances shall 3M be liable in any way, for claims, actions, demands, suits, losses, liability, costs or expenses of any kind howsoever caused, arising out of the use or inability to use any of the goods other than pursuant to any warranty provided in writing by 3M in respect of the goods. 3M’s liability under any condition or warranty provided in writing in respect of the goods or any dentition or warranty which cannot be legally excluded, is limited (to the extent permitted by law) to the cost of replacing the goods. No warranty given by 3M in respect of the goods is valid unless given in writing.

Suitability of Goods

Before using the goods the customer should determine the suitability of the goods for the intended use of the customer. The customer assumes all risk and liability whatsoever in connection therewith. This provision is not subject to alteration unless in writing signed by an authorised officer of 3M. The attention of the customer is drawn to the limitation of liability of 3M in respect of any claim set out in clause 10.

Licence to Sell Medicines

Pharmaceutical products are sold subject to the condition that the wholesaler holds an appropriate Licence to Sell Medicine by Wholesale issued pursuant to the Medicines Act 1981 or any other Act passed in substitution therefore.

Use of the Company Name and Labelling

The customer will not use the name of 3M or its logo in advertising, stationery, business cards or literature without the prior approval of 3M other than in the case of material supplied by 3M to the customer. The Customer will not remove, obliterate or modify any of the labels on the goods unless permitted in writing by 3M.

Security for Payment

3M shall have a purchase money security interest in the goods to secure payment of the purchase price of those goods, and such security interest shall continue in any proceeds, accounts receivable or book debts arising from the sale of the goods by the customer. 3M shall be entitled at any time prior to the date of payment of the whole of the purchase price to re-possess the goods and for such purpose the customer hereby authorises and empowers 3M to enter upon any premises occupied by the customer for the purpose of taking possession of the goods without being liable to the customer in any respect whatsoever for any loss occasioned to the customer by such re-possession.

The customer waives any right to receive a verification statement that the security interest created by this clause 14 has been registered on the Personal Property Securities Register.

Compliance

The customer will comply with all applicable trade laws and regulations and acknowledges that it is not authorized by 3M to purchase 3M products for end-use in Cuba, Iran, Sudan, Syria, and North Korea. The obligations of this clause are material provisions of these Terms and Conditions of Sale, shall apply to the customer and any and all of its subsidiaries, affiliates, and personnel, and shall survive the completion, early termination, cancellation, or expiration of these Terms and Conditions.

Variation of Agreement

These conditions set out the whole of the terms and conditions of sale by 3M to the customer except to the extent that any variation of the terms is confirmed in writing by 3M. In particular any oral agreement which does not conform to these general terms shall not be binding on 3M.

Governing Law and Jurisdiction

These Terms and Conditions and all trading between 3M and the customer shall be governed by the laws of New Zealand and subject to the non-exclusive jurisdiction of the Courts of New Zealand.