Terms & Conditions

Agreement

Any term or condition of this Agreement shall supersede any term or condition of your purchase order, and any conflicting or additional terms or conditions contained in your purchase order are hereby rejected. Our acceptance of your purchase order is conditioned upon your agreement that the terms and conditions stated in this Agreement constitute the sole terms and conditions concerning the sale and purchase of the product designated herein. All agreements predating this one between the parties hereto and relating to the sale and purchase of the product herein, including those covering credit terms, freight allowances, and waivers of any other standard charges, are hereby declared void. No course of dealing, usage of trade, or course of performance is relevant to explain or supplement any term hereof. This Agreement (including, without limitation, the specifications for the products being sold hereunder) shall not be amended, modified, cancelled, or rescinded except in writing signed by the buyer and seller. This Agreement shall be interpreted and enforced in accordance with the laws of Jamaica. The parties hereto consent to the exclusive jurisdiction of the court of Jamaica in any and all actions and proceedings arising hereunder and waive the right to object that the venue or forum is improper or inconvenient. The parties hereto further consent to service of process by certified mail, return receipt requested to their respective addresses on the original invoice.

Price

Except as otherwise expressly provided on the original quote, all materials and products will be invoiced at Highqual Industry Limited’s prices and charges in effect at the time of the shipment. Buyer agrees to accept all materials and products when available for shipment by Highqual Industry Limited. If Buyer requests that such shipments be delayed for any reason and Highqual Industry Limited, in Highqual Industry Limited’s sole discretion, agrees to delay such shipments, then Highqual Industry Limited shall be entitled to increase the price to Buyer hereunder to reflect any increase in Highqual Industry Limited’s prices through the date of the shipment and any costs to Highqual Industry Limited resulting from such delay.

Tolerances

The total order hereunder shall be subject to the standard quantity, specifications, and dimension tolerances customary for the aluminum extrusion industry. Buyer shall pay Highqual Industry Limited for all material within specified tolerance. Without limiting the generality of the foregoing, the applicable standard quantity tolerance stated below shall apply to each line item specified on the original invoice:

• 999 pounds or less – plus or minus 35%
• 1000 – 1999 pounds – plus or minus 15%
• 2000 pounds or more – plus or minus 10%

 

Payment

Except as otherwise expressly provided on the original invoice, invoices are payable only in United States dollars net 30 days from the date of the applicable invoice. Highqual Industry Limited may from time-to-time demand different terms of payment from those specified in this Agreement, stop production or defer or decline to make any shipment pending receipt of current assurances acceptable to Highqual Industry Limited of Buyer’s financial responsibility. Further, Highqual Industry Limited shall have no further obligation to continue production or to make any shipment if Buyer is overdue on any payments due from Buyer to Highqual Industry Limited, whether under this Agreement or otherwise. Buyer agrees to pay all costs and expenses, including reasonable attorney’s fees, incurred by Highqual Industry Limited in the collection of any sum payable by Buyer to Highqual Industry Limited, and any overdue payment shall accrue interest at the lesser of 1 ½ % per month or the maximum interest rate permitted by applicable law.

Cancellation

Buyer acknowledges that the goods being manufactured hereunder are specifically for Buyer and, therefore, this agreement is not cancelable by Buyer.

Taxes

Applicable taxes now or hereinafter enacted, in connection with the purchase hereunder are not included in the price, are the sole responsibility of Buyer and whenever possible will be added to the invoice to be paid by Buyer unless, with respect to taxes due to a particular taxing authority, Buyer provides Highqual Industry Limited with a valid tax exemption certificate number indicating that the sale of the product is not subject to such taxation. Failure of Highqual Industry Limited to add any such taxes to an invoice shall not relieve Buyer of its obligation to pay such taxes.

Delivery

The delivery dates as agreed constitute good faith estimates only. Failure to deliver on the specified delivery dates shall not be cause for cancellation by Buyer or for assertion of damages, charges, or liability of any kind whatsoever (including, without limitation, consequential damages) against Highqual Industry Limited. Highqual Industry Limited shall exercise its best efforts to notify Buyer of any material delay in delivery. Highqual Industry Limited shall not be entitled to make partial shipments.

Warranty

At the time of shipment, Highqual Industry Limited’s products covered by this Agreement will be free from defects in material and workmanship and shall conform to industry standards and to any written specifications referenced on the invoice. HIGHQUAL INDUSTRY LIMITED MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, STATUTORY, EXPRESSED, OR IMPLIED, AND HIGHQUAL INDUSTRY LIMITED SPECIFICALLY NEGATES ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Highqual Industry Limited does not warrant that products covered by this Agreement are in conformance with Jamaica’s laws, regulations, or requirements, and Buyer assumes all risk and liability for results obtained by the use of Highqual Industry Limited’s products covered by this Agreement, whether used singly or in combination with other products. Highqual Industry Limited’s liability and Buyer’s remedies under this agreement shall be limited solely to, at Highqual Industry Limited’s option, the replacement or repair (reprocessing) of the products not complying with the warranty set forth in this paragraph, or the refunding of the purchase price of such faulty products or of products covered by this Agreement which are not delivered to Buyer. Highqual Industry Limited’s liability hereunder shall not in any event exceed the purchase price of such faulty or non-delivered products. In the event Highqual Industry Limited refunds to Buyer the purchase price of certain products, then such products will be returned to Highqual Industry Limited or, at Highqual Industry Limited’s option, scrapped by Buyer with the scrap value being paid by Buyer to Highqual Industry Limited. HIGHQUAL INDUSTRY LIMITED SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS OR FOR ANY INCIDENTAL, DIRECT, PERSONAL INJURY OR CONSEQUENTIAL DAMAGES. Buyer further acknowledges that, in the event Highqual Industry Limited is painting, anodizing, or performing other services on aluminum not extruded by Highqual Industry Limited and during such processes, such aluminum is lost, damaged, or otherwise rendered unusable, Buyer’s remedy and Highqual Industry Limited’s liability shall be limited solely to the return to Buyer of such aluminum not lost, damaged, or otherwise unusable.

Claims

Any course of dealing between the parties to the contrary notwithstanding, all claims of any kind shall be deemed waived by Buyer unless made in writing within (30) days after delivery specifying any claimed defect or default. No inspection or investigation of claim by Highqual Industry Limited occurring after the period specified shall be deemed a waiver of this provision. Products may be returned only after written notice and opportunity for inspection by Highqual Industry Limited and upon receipt by Buyer of written authorization and definite shipping instructions from Highqual Industry Limited.

Buyers Design

Buyer has engaged Highqual Industry Limited to manufacture material to Buyer’s specifications and requirements. Buyer recognizes that Highqual Industry Limited is not responsible for the prints, drawings, specifications, and requirements or for the design represented thereby and that materials with such design were requested and specified by the Buyer. Buyer is responsible for testing or otherwise determining the sufficiency and applicability of the design. Buyer recognizes that the Buyer and not Highqual Industry Limited is responsible for determining the sufficiency and applicability of the material for the Buyer’s intended use. Buyer represents that it is not relying on the skill or judgment of any person employed by Highqual Industry Limited in selecting work or furnishing goods suitable to Buyer’s need. Buyer has not relied on any statement by any such person in connection with this sale. Buyer will defend, indemnify and hold Highqual Industry Limited harmless from any claim, liability or damage arising in whole or in part from the insufficiency or unacceptability of the requested design and materials made with such design and Buyer’s failure to test or determine the sufficiency or acceptability of the materials for the Buyers intended use. The parties further hereby acknowledge and agree that Highqual Industry Limited, as a sub-component supplier of extrusion to Buyer, shall bear no liability whatsoever for Buyer’s ultimate part or component into which Highqual Industry Limited’s extrusions are incorporated. Buyer hereby agrees to release, indemnify, defend, and hold Highqual Industry Limited harmless for any warranty claims or causes of action arising out of the fabrication, manufacture, installation, or use of the goods supplied hereunder.

Infringement

Buyer agrees to indemnify, defend, protect, and save harmless Highqual Industry Limited against all suits at law or in equity and from all attorney’s fees, damages, claims, and demands for actual or alleged infringement of any Jamaica or foreign patent, copyright, or trademark or other rights of any third party in connection with the manufacture, advertisement, use, or sale of any material, product, design, name, or printed matter furnished, specified, or designed pursuant to this agreement.

Equipment

Any equipment, jigs, tools, or dies which Highqual Industry Limited specifically constructs or acquires for use on Buyer’s order shall be and remain Highqual Industry Limited’s property and in Highqual Industry Limited’s sole possession and control, regardless of whether some or all of the costs thereof are paid for by Buyer. When for three (3) consecutive years no goods are sold to Buyer which are made with any such equipment, Highqual Industry Limited may dispose thereof as Highqual Industry Limited desires without liability to Buyer.

Force Majeure

Highqual Industry Limited shall not be liable for any failure to discharge its obligation hereunder due to strikes, labor shortages, differences with workmen, war, accidents, fires or other casualties, mechanical failure of machinery or equipment, shutdowns of its manufacturing plant or plants supplying it, orders or requirements of the Jamaican government, embargoes, inability to secure transportation facilities, failure of the usual sources of supplies of raw materials, supplies, and equipment, restrictions imposed by Jamaica law, acts of God, acts of governmental authority, or other causes beyond the control of Highqual Industry Limited.

Government Contracts Highqual Industry Limited shall use its best efforts to comply with all provisions which are mandatorily imposed on Buyer by any applicable statute but only in the event Buyer has informed Highqual Industry Limited in writing of all such requirements prior to the date hereof.

Non-Exclusive Remedies: Waiver

No remedy or right herein conferred upon, or reserved to, Highqual Industry Limited is intended to be to the exclusion of any other remedy or right, but each and every such remedy or right shall be cumulative and shall be in addition to every other remedy or right hereunder or at law or in equity. Any failure or delay by Highqual Industry Limited in exercising any right or remedy shall not constitute a waiver thereof.

Assignment

Any assignment of this Agreement or any rights hereunder by Buyer without the written consent of Highqual Industry Limited shall be void. This Agreement is for the exclusive benefit of Buyer and Highqual Industry Limited and not for the benefit of, nor does it grant any rights to, any other person, corporation, firm, organization, or entity.

No Cancellation

Buyer acknowledges that the goods being manufactured hereunder are specifically manufactured for Buyer and, therefore, this Agreement is not cancellable.