3M UNITEK TERMS AND CONDITIONS OF SALE


Prices and Terms
Policies and terms are subject to change without notice.

Shipment
All shipments are FOB point of origin. Each shipment will be accompanied by an itemized packaging list. An invoice covering each shipment will be forwarded promptly.

Returns
Standard catalog Products may be returned for credit within 90 days of date of shipment.
Credit will be issued provided that:
  1. Product is unused and in resaleable condition; and
  2. A copy of the invoice of sale or the package slip accompanies the Product.

The following Products are not returnable:
  1. Custom products (band and bases with welded assemblies)
  2. Doctorís specials
  3. Products requiring refrigeration
  4. Opened chemical products
If the return is due to defective product or 3M Unitek error, full credit will be issued, provided the return is made within the period specified in any applicable 3M Unitek warranty. To facilitate your return, you may contact Customer Service at the number listed below. Items returned to 3M Unitek should be shipped prepaid directly to the address listed below.

Product Use
Buyer is responsible for evaluating whether a Product is appropriate for a particular use or application. The conditions of evaluation, selection, and the use of a Product can vary widely and affect the use and application of a Product. Because many of these conditions are uniquely within the Buyerís knowledge and control, it is essential that Buyer evaluate whether the Product is suitable and appropriate for a particular use or application.

Warranty and Limited Remedy
3M Unitek warrants that all Products are free from defects in materials and manufacture. 3M Unitekís sole obligation and the customerís sole remedy in the event of any claimed defect shall be limited to replacement of merchandise, or at 3M Unitekís option, refund of the purchase price. ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE ARE DISCLAIMED. Written notice of claimed defect must be received by 3M Unitek at the address below within reasonable time after discovery not to exceed one year from the date of delivery.

Limitation of Liability
Except where prohibited by law, 3M Unitek will not be liable for any loss or damages arising from this Product, whether direct, indirect, special, incidental or consequential, regardless of the theory asserted, including warranty, contract, negligence or strict liability. This limitation does not apply to third party personal injury claims.

Product Changes
Products are continually undergoing refinement in design and manufacture. 3M Unitek reserves the right to improve, modify or discontinue Products at any time.

Termination or Default
3M Unitek may terminate an Order, in whole or in part, if Buyer is in breach of a material obligation and does not cure such breach to the reasonable satisfaction of 3M Unitek within ten (10) days of 3M Unitekís written notice of intent to terminate the Order for Buyerís default.

Waiver
Any failure or delay by either party in exercising any right or remedy provided by or relating to the Order or these Terms and Conditions does not constitute a waiver and shall not prohibit a party from exercising such right or remedy at a later time or from exercising any other right or remedy available.

Limitations of Actions and Choice of Law
Any claim or action, including negotiations, mediation, or litigation, for breach of warranty or any other breach of a material obligation must be commenced within one (1) year after the breach occurs. This Agreement will be construed and enforced according to the laws of the State of Minnesota. The parties consent that the courts of Minnesota, state or federal as appropriate, will be the only forum where any cause of action arising from or related to this Agreement may be instituted. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY QUESTIONS, CLAIMS, DISPUTES, OR LITIGATION ARISING FROM OR RELATING TO AN ORDER OR 3M UNITEK PRODUCTS.

3M Unitek
2724 South Peck Road
Monrovia, California 91016.



3M EXTRANET ACCESS AGREEMENT


By clicking on the "Accept" button below, you represent that you have the authority and do enter into the following Agreement on behalf of the entity identified on this registration form:

3M Company ("3M") agrees to grant the entity identified on this registration form and any 50+% owned subsidiary thereof (collectively "Firm") access to certain portions of 3Mís non-public website(s) ("Extranet Site") as 3M and Firm may from time to time agree, to allow Firm to communicate and conduct commerce with 3M, subject to the following terms and conditions and all applicable laws:
  1. Extranet Site Access and Usage. Access to all or portions of the Extranet Site may be limited by various passwords, digital certificates or other security techniques (collectively, "Security Systems") which will be made available to Firm by 3M. Firm will maintain these techniques in confidence, and carefully control access to them. To the extent these Security Systems require identification of specific people or systems which will be accessing the Extranet Site on Firmís behalf, Firm agrees to advise 3M promptly if there is any change in the list of people or systems who have such authority to access the systems on Firm's behalf. Firm agrees that 3M may conclusively assume that any party (other than 3M) accessing the Extranet Site using these Security Systems is acting on the authority of Firm. Firm further agrees and acknowledges that it is solely responsible for access to, and use or misuse of, the Extranet Site via these Security Systems. Usage of the Extranet Site by Firm is governed by the terms and conditions of this Agreement, 3Mís "Legal Information" at: http://www.mmm.com/legal.html and 3M's "Privacy Policy" at http://www.mmm.com/privacy.html.


  2. Extranet Site Content and Availability. 3M reserves the right to modify, delete or add content to the Extranet Site, or to terminate the Extranet Site, at any time.


  3. Confidentiality. Firm may be given access to certain 3M information and data concerning 3M research and development activities, marketing, product improvements, manufacturing, price or cost data, the Security Systems and any other information specifically designated by 3M as confidential, hereinafter referred to as "Confidential Information". Such Confidential Information shall not include information which is (i) in or becomes part of the public domain other than by disclosure by Firm in violation of this Agreement; (ii) independently developed by Firm with no use of the Confidential Information provided under agreement; (iii) obtained by Firm from third parties without a duty of confidentiality; or (iv) required to be disclosed by law, statute or regulation, provided, that wherever practical Firm shall provide 3M with prior notice of such required disclosure and an opportunity to attempt to limit such disclosure. Firm agrees to: 1) not to disclose Confidential Information to any third party, 2) use the Confidential Information only for the purpose of doing business with 3M. 3M shall be entitled to injunctive relief to enforce Firm's compliance with the obligations contained in paragraph 3.1 hereof, it being understood and agreed that 3M will not have an adequate remedy at law if such obligations are not complied with.


  4. Liability. While 3M will use reasonable commercial efforts to include accurate and up to date information on the Extranet Site, 3M assumes no liability or responsibility for any errors and omissions in content, and 3M shall not be liable for damages of any kind, whether direct, indirect, consequential, or exemplary, resulting from Firm's use or inability to use the Extranet Site. Further, 3M DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO INFORMATION CONTAINED ON THE EXTRANET SITE OR THE AVAILABILITY OF ACCESS TO THE EXTRANET SITE.


  5. Term and Termination. This Agreement shall become effective upon the date you click the Accept button and may be terminated by either party upon at least 30 days written notice to the other party, or immediately for cause.


  6. General. This Agreement shall be governed by and construed under the laws of the State of Minnesota in the United States of America. Failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision nor of the right to enforce such provision.



V. 2, 2/11/00