Terms & Conditions

Definitions. (a) “Customer” means Purchaser, Buyer or Customer’s agent(s) authorized to submit purchase orders to HQC on Customer’s behalf; (b) “Parts” means individual parts, components or assemblies that are manufactured, subcontracted, assembled and or purchased for resale by HQC; (c) “Molds” means plastic and metal forming molds and dies, assembly automation, robots, closing machines, lining equipment, in mold decorating (labeling) equipment and any other capital equipment.

Acceptance. These Terms and Conditions are attached and incorporated into any and all quotations, purchase orders and purchases of HQC products and services. Any quotation from HQC constitutes only HQC’s proposal to Customer. Any purchase order given to HQC, whether or not in response to a quotation, shall be subject to acceptance by HQC and to all of HQC’s Terms and Conditions listed herein. Conditions stated by the Customer in a purchase order given in response to a proposal or otherwise shall not affect HQC’s proposal or modify these Terms and Conditions and shall not be binding unless expressly agreed to in writing by HQC. Entering in to a purchase order by Customer constitutes acceptance of these Terms and Conditions.

Prices. Prices are quoted and invoiced in US dollars. Prices are subject to change at any time without notice until a purchase order has been accepted by HQC. Taxes, duties, tariffs and delivery charges are not included in any published price.

Shipping and Delivery. Shipping dates are determined by the date of HQC’s acceptance and confirmation of a purchase order and are only estimates of approximate dates of delivery and shall in no way be deemed a guaranty of a particular date of delivery. Shipping terms shall be FOB (ExWorks) shipping point. Shipping (and insurance) charges shall be prepaid by Customer and billed on the parts or service invoice. Carrier claims for freight shipped “collect” or “prepaid and charge” are the responsibility of the Customer or their agent. Delivery of 10% more or less than the order quantity shall constitute fulfillment of order. Customer shall accept and pay for any excess up to 10%.

Payment Terms. Part payment terms are Net 30 days from shipment with approved credit unless otherwise agreed to in writing by HQC. The amount of credit may be changed or credit withdrawn by HQC at any time. Partial, pro rata payments are due from Customer as shipments are made by HQC. If shipments are delayed by Customer, payments are due from date when HQC is prepared to make such shipments. Payments past due will be charged a 1-1/2% per month late fee. Molds and other capital equipment payment terms are 50% with purchase order, 40% due with first part samples and 10% due upon final delivery and approval by Customer which shall not exceed 30 days after shipment, unless otherwise agreed to in writing by HQC. All payments are to be made in US dollars on or before the due date. To the extent of any outstanding balance due HQC, HQC shall have a lien upon any Customer owned Parts and/or Molds and any Parts manufactured by HQC, until such outstanding balance has been paid in full.

Product Suitability. It is Customer’s sole responsibility to test Parts and approve compatibility, function and performance of the Parts as well as components such as resin, colorant, liner etc for the intended end use, and, except to the extent of the Warranties expressly provided below, HQC shall have no responsibility thereto. As a necessary element of this Agreement, Customer acknowledges that HQC expressly disclaims any warranties for or liabilities regarding the use of the Parts or products incorporated into other materials by the Customer, including and suggestions or input given by HQC and any and all damages arising there from, including injury to property or persons, including death (including any and all so-called “product liability” claims), and Customer shall indemnify, defend and hold HQC harmless with respect thereto. To the extent HQC engineers, designs or develops the Mold and/or the Part, any intellectual property rights with respect thereto shall be retained by HQC and shall expressly not be deemed a “work for hire”

Warranties. HQC warrants that Parts shall be manufactured to meet the written specifications. HQC will deliver Parts free from any lawful security interest, lien or other encumbrance. Except as written herein, there are no other warranties, including any warranties of merchantability or fitness for a particular purpose and all liability of any kind is hereby expressly excluded by HQC to the full extent permitted by applicable law. Customer assumes all risks and liability for results obtained by the use of the product

Return Policy. Return of products to HQC will not be accepted without prior written authorization. Once a return is authorized you will be issued an RGA number and will be notified of the costs, if any, associated with your return. Items returned without a valid RGA number will be refused.

Indemnification. Customer shall indemnify, defend and hold HQC harmless from and against all claims, liabilities, judgments, damages, costs and expenses (including attorneys’ fees and expenses), including but not limited to claims for negligence, strict liability, breach of warranty or breach of contract arising from or connected with any HQC provided product or service.

Limitation of Damages. Customer’s exclusive remedy for Parts and/or Molds proven to be other than as warranted shall be, at HQC’s option: (a) refund of the purchase price; or (b) the repair or replacement without charge. HQC’s total liability for any and all loss or damage to Customer resulting from any cause whatsoever including but not limited to HQC’s negligence, damaged or defective Parts, irrespective of whether such defects are discoverable or latent or irrespective of whether the claim arises out of tort, contract or any other legal theory, shall in no event exceed the aggregate purchase price of the particular Parts with respect to which losses or damages are claimed. Independent of any other provision or Agreement, in no event shall HQC be liable for indirect, incidental, consequential, exemplary, or punitive damages of any kind, including economic damage, cost of recall, lost profits, loss of business or goodwill, or injury to property as a result of HQC’s breach of any warranty or agreement, regardless of whether HQC has been advised, has other reason to know, or in fact knows of the possibility thereof. The defaulting party shall pay, upon demand of the prevailing party, all costs and expenses, including reasonable attorney’s fees incurred by the prevailing party in enforcing the observance and performance of all covenants, conditions and provisions of this Agreement, or resulting from the party’s default under this agreement and pre-judgment interest thereon at the legal prevailing rate.

Governing Law and Jurisdiction. The laws of the State of Illinois, without regard to its conflict of laws principals, shall govern the interpretation and performance of these Terms and Conditions, and all parties consent to in-person jurisdiction in the Circuit Court of Cook County, Illinois and neither party shall commence proceedings in or seek to change venue to any other jurisdiction. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each item, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

Entire Agreement. The accepted purchase order and these Terms and Conditions contain the entire understanding between Customer and HQC with respect to the subject matter hereof and supercede all previous oral or written agreements or understandings between them with respect to the matters herein. No modification, deletion, addition or changes of or to these Terms and Conditions shall be valid unless in writing and signed by the parties.