Terms & Conditions

Effective Date: May 13, 2023

(Please Read Before Doing Business with Us)

Seller and Buyer (each, a "Party" and collectively, the "Parties") agree that the terms and conditions set forth herein (this "Agreement") shall, as of the date Buyer engages in any transaction with Seller (the "Effective Date"), automatically govern all of Buyer’s current and future purchases of goods ("Goods") and provision of services ("Services") by Seller, regardless of whether these terms and conditions are expressly referenced or acknowledged in any specific transaction. By proceeding with any purchase or engagement with Seller, Buyer irrevocably accepts and agrees to be bound by this Agreement in its entirety, without the need for further notice or agreement.

Terms and Conditions

1. PRICE

1.1 The prices for Goods and/or Services shall be specified in Seller’s estimates, sales orders, invoices, or acceptance of Buyer’s purchase orders, or through any other method Seller may use. All prices are firm upon order confirmation unless otherwise agreed in writing. Seller reserves the right to correct any pricing errors and will promptly communicate such corrections to Buyer. Buyer acknowledges and accepts that such corrections are final and binding, and no claims for adjustments will be entertained post-confirmation.

1.2 Orders are final and may not be canceled or revised without Seller’s express written consent. Approved cancellations may incur administrative charges and fees calculated based on the costs incurred up to the point of cancellation. The process for handling cancellations will be clearly outlined and communicated to the Buyer upon request. Seller’s decision on cancellations is final and not subject to dispute. Any cancellation request must be submitted in writing and will be subject to Seller’s exclusive discretion.

2. PAYMENT TERMS

2.1 Except as otherwise specified, all invoices are due and payable per the terms stated. In the event of non-payment or reasonable grounds for insecurity, Seller reserves the right to notify Buyer of credit revocation or payment issues in writing and may suspend further shipments or services until adequate assurance of payment is received. Buyer acknowledges that Seller's decision to suspend shipments is at Seller’s sole discretion and is final. Seller will not be liable for any delays or damages resulting from such suspension.

2.2 If Seller revokes credit, payment will be required on a cash basis or through a secured transaction as approved by Seller. Buyer agrees that Seller’s determination of credit revocation is final and binding. Buyer must provide secure payment methods promptly to avoid any disruptions in services or deliveries.

2.3 Amounts not paid on time will accrue interest at a rate of 1.5% per month or the maximum rate permitted by law. Interest will be calculated on the outstanding balance from the due date until payment is made. Buyer agrees that this interest rate is a reasonable estimate of the cost of late payment and that Seller’s right to charge interest is absolute and non-negotiable.

2.4 Buyer agrees to make payments without deductions, chargebacks, or disputes. Disputes over payments must be submitted in writing within ten (10) working days of the invoice date. Both parties will work to resolve disputes promptly; however, Buyer acknowledges that any disputed amounts not paid by the due date will still accrue interest as specified. Non-payment of undisputed amounts may result in suspension of services or shipments.

2.5 Buyer shall reimburse Seller for all collection costs, including reasonable attorney's fees and court costs, incurred in collecting overdue amounts. Seller’s right to recover such costs is in addition to other remedies available under law. Seller will take all necessary legal actions to recover any overdue amounts and associated costs.

2.6 Seller requires 100% payment upfront for all orders. However, if Buyer is not comfortable paying 100% upfront, Seller requires full payment before delivering or supplying Goods. The remaining balance may only apply to labor costs, which will become due immediately upon job completion. Buyer acknowledges and agrees that Seller’s payment requirements are non-negotiable, and any failure to comply will result in a delay or cancellation of the order.

2.7 Seller may supply Goods in installments during the course of the job. However, the final supply of Goods will only be completed once all costs related to the Goods and transportation have been fully covered. Any failure by Buyer to cover all costs will result in a suspension of delivery and installation. Seller is not liable for any damages or delays resulting from such suspensions.

3. DELIVERY AND SERVICES TERMS

3.1 Delivery and Installation Timelines

3.1.1 Single Product
Delivery of a single product typically occurs within 1-7 working days. If installation is included, it will typically be completed within the same 1-7 working days. Buyer acknowledges that unforeseen circumstances may extend the timeline, and agrees to allow up to 21 working days for delivery and installation. Seller is not liable for any additional costs incurred due to delays.

3.1.2 Multiple Products

• Delivery Only: For multiple products, delivery is generally completed within 1-7 working days. Buyer should allow up to 21 working days for unforeseen circumstances. Seller’s liability for delays is limited to the value of the affected Goods.

• Delivery with Installation: Installation of multiple products will be completed sequentially, with each product typically installed within 1-7 working days following delivery. Buyer agrees to allow up to 21 working days per product for both delivery and installation, based on the number of products ordered, to account for unforeseen circumstances. Seller’s total liability for delays or damages is capped at the value of the affected installation services.

3.2 Reasonable Efforts and Exceptions
Seller will make reasonable efforts to adhere to delivery schedules. However, Seller shall not be liable for delays caused by factors beyond Seller’s reasonable control, including but not limited to peak seasons, changes in project scope, or natural disasters. Seller will promptly communicate any anticipated delays to Buyer, but such delays shall not constitute a breach of contract or basis for any claims against Seller. Seller’s liability for delays due to unforeseen events is strictly limited to the value of the delayed Goods or Services.

3.3 Delivery in Installments
Goods may be delivered in installments, each treated as a separate transaction. Delays in any installment do not relieve Buyer of the obligation to accept and pay for subsequent installments. Seller’s delivery of partial shipments does not constitute a waiver of its rights under the Agreement. Each installment is a separate agreement and failure to pay for any installment constitutes a breach of the entire Agreement.

3.4 Limitation of Liability
Seller’s liability for any loss or damage due to delays or non-delivery is strictly limited to the value of the affected Goods and Services. Seller’s total liability does not exceed the purchase price of the Goods or Services affected. Seller is not liable for any consequential, incidental, or special damages. Buyer acknowledges that this limitation of liability is reasonable and agreed upon.

3.5 Acceptance and Inspection
Buyer must inspect Goods upon delivery and report any defects or discrepancies in writing within three (3) working days. Reports must include detailed descriptions and evidence of the issues. Failure to report defects or discrepancies within this period constitutes acceptance of the Goods as delivered and in accordance with the Agreement. Seller’s obligation to address defects is limited to those reported within the specified period.

3.6 No Waiver of Terms
Acceptance of late or partial payments or deliveries does not waive Seller’s right to enforce the Agreement or any of its terms. Seller’s failure to enforce any term or condition does not constitute a waiver of such term or condition. Any waiver must be expressly documented in writing and signed by Seller.

3.7 Formal Agreements
Formal Delivery and Installation Agreements, where needed, must be discussed, agreed upon, and documented in writing on the Buyer’s or Seller’s letterhead. These agreements must be signed and sealed by the Seller. No oral agreements are recognized and do not constitute binding modifications to this Agreement. Any changes to the Agreement must be made in writing and signed by both parties to be valid.

4. RISK OF LOSS

4.1 Title and risk of loss or damage to Goods pass to Buyer upon delivery to Buyer’s location or as specified in the delivery agreement. Delivery is considered complete once Goods are delivered to the agreed-upon location or upon successful installation. Buyer assumes all risk from that point forward. Seller’s responsibility for loss or damage ceases upon transfer of risk.

5. WARRANTIES

5.1 Seller warrants that Goods will conform to the written specifications provided and be free from defects at delivery. Warranty coverage, conditions, and duration are detailed in the warranty document supplied with the Goods. Warranty claims must be made in accordance with the terms specified in the warranty document. Seller’s liability for warranty claims is limited to the terms stated in the warranty document.

5.2 Defects within customary trade tolerances do not constitute grounds for rejection. Seller does not warrant against defects related to transportation, scale blockages, or other specific items listed. Any warranty claim is subject to verification and may require proof of defect or non-conformance. Claims based on defects not covered under the warranty will not be entertained.

5.3 All other warranties, including implied warranties of merchantability and fitness, are expressly disclaimed to the fullest extent permitted by law. Buyer acknowledges that the warranties provided herein are exclusive and in lieu of all other warranties. Seller’s liability is confined to the warranties explicitly stated.

6. PROVISION OF SERVICES

6.1 Seller may provide Services related to the installation of Goods as per Seller’s instructions. Services do not include custom work or additional services unless explicitly stated in writing. Changes or additional work will incur extra costs and must be agreed upon in writing. Any additional services requested by Buyer will be subject to separate agreements and charges.

6.2 Seller’s liability for Services is limited to the fulfillment of the Service as described. Seller is not liable for any issues arising from Services beyond the scope outlined or resulting from Buyer’s failure to follow Seller’s instructions. Any claims related to Services must be made within three (3) working days of completion.

7. GENERAL CONDITIONS

7.1 Buyer is responsible for servicing the Goods as required. Standard installation includes back-to-back setup and service up to twelve (12) feet high unless otherwise specified. Additional servicing or higher installations may incur extra costs. Buyer must ensure that the installation site complies with all safety and regulatory standards.

7.2 No refunds, cancellations, or returns are permitted for clearance items, discounted goods, or promotions. Refunds are not available after seven (7) days from purchase or for Goods not in original packaging. Returns must be requested within three (3) days of delivery and are subject to approval. Approved returns will incur a restocking fee of 20%.

7.3 Cash Price Promotions paid with credit cards will incur an additional 4.5% fee. Refunds are not available for transportation or service charges once services are rendered. A restocking fee of 20% applies to canceled orders, which is non-negotiable. All fees and charges are final and non-refundable.

8. DISCLAIMER OF WARRANTIES

8.1 The warranties provided are exclusive and in lieu of all other warranties, whether express or implied. Seller disclaims all implied warranties to the fullest extent permitted by law. Buyer agrees that Seller’s liability is limited to the terms explicitly stated in this Agreement. No other warranties, express or implied, are provided.

9. LIMITATION OF REMEDIES

9.1 Buyer’s sole remedy for defects in Goods or Services is repair or replacement, at Seller’s discretion. Claims for shortages or defects must be made within three (3) working days of receipt. Goods may not be returned without prior written authorization from Seller. Unauthorized returns will not be accepted and may result in additional charges.

10. SELLER’S AGENT

10.1 No employee, agent, or representative of Seller has authority to bind Seller to any affirmation, promise, or warranty not explicitly set forth in this Agreement. Seller’s written terms are final and binding. Any verbal agreements or representations are null and void.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in accordance with the laws of Jamaica. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Kingston and St. Andrew, Jamaica. Buyer agrees to submit to the exclusive jurisdiction of these courts and waives any right to challenge jurisdiction or venue.

12. ARBITRATION

12.1 Disputes not resolved through negotiation within one year will be settled by mediation administered by the Consumers Affairs Commission (CAC). Unresolved disputes will be settled by arbitration per local arbitration rules. Buyer agrees to submit to binding arbitration and waives any rights to a jury trial. Arbitration will be conducted in Kingston, Jamaica, and all arbitration proceedings will be kept confidential.

13. TIME FOR BRINGING ACTION

13.1 Any legal action related to this Agreement must be commenced within one (1) year from the date the cause of action accrues. Claims not filed within this period are waived and barred. Buyer acknowledges that this time limitation is reasonable and enforceable. No action may be brought after the one-year period, regardless of circumstances.

14. ASSIGNMENT; SUCCESSOR; BINDING AGREEMENT

14.1 Buyer may not assign rights or duties under this Agreement without Seller’s prior written consent. Seller may assign its rights and obligations without Buyer’s consent. This Agreement binds and benefits Seller’s successors and assigns and is enforceable against them. Any attempted assignment by Buyer without Seller’s consent will be null and void.

15. NO WAIVER OR FORBEARANCE OF BREACH

15.1 A waiver of any breach does not waive subsequent breaches or affect Seller’s rights to enforce the Agreement. Seller’s forbearance in enforcing any term does not constitute a waiver of such term. Any waiver must be expressly documented in writing and signed by Seller.

16. MODIFICATION

16.1 No modification of these Terms and Conditions will be valid unless made in writing. Oral modifications or promises are not recognized and are deemed null and void. Seller may provide notice of changes to these Terms and Conditions via email, and Buyer’s continued engagement in business with Seller after receipt of such notice will constitute acceptance of the modifications. Any such modifications will become effective immediately upon Buyer’s continuance of business with Seller.

17. SEVERABILITY

17.1 If any provision of this Agreement is deemed invalid, it will be replaced with a valid provision that reflects the original intent. The remaining provisions will remain in full force and effect. Invalidity of any provision does not affect the validity of the remaining provisions. The invalid provision will be replaced with one that most closely aligns with the intent of the original provision.

18. ENTIRE AGREEMENT

18.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations related to its subject matter. No other agreements, oral or written, shall have any effect unless explicitly incorporated herein. This Agreement represents the complete and exclusive statement of the terms of the agreement between the parties.

CONTACTING US
For inquiries or suggestions, please contact us:

Carisol Group Int’l
38 Cassia Park Road, Kingston 10, Jamaica W.I.
info@carisolgroup.com
1-876-373-3157, 1-876-346-4606
(Mon-Fri: 8:30AM – 5:00PM, Sat: 9:00AM - 2:00PM EST)