NorthStar Racking & Construction Terms & Conditions

Last Updated 1/7/2026

STANDARD TERMS AND CONDITIONS

NORTHSTAR RACKING & CONSTRUCTION LLC
115 N Main St, Creston, OH 44217 • Wayne County, OH
Sales@northstarracking.com • 330-293-4888

NORTHSTAR RACKING & CONSTRUCTION LLC is referred to herein as “NorthStar.” The person, firm, or corporation to whom or which these Standard Terms and Conditions apply is referred to herein as “Customer.” NorthStar and Customer may be referred to as a “Party” or collectively as the “Parties.”

1. APPLICABILITY AND ACCEPTANCE OF TERMS AND CONDITIONS

These Terms and Conditions apply to all transactions between NorthStar and Customer unless otherwise expressly agreed upon in a separate written document signed by NorthStar and Customer. Delivery of Products or Services, acceptance of payment, or any other action by NorthStar shall not constitute NorthStar’s consent to or acceptance of any additional or different terms or conditions.

Any conflicting statements or terms listed on Customer’s purchase orders, invoices, confirmations, or other documents created, provided, or offered by Customer (“Customer’s Documents”) are subject to these Terms and Conditions, and all different or additional terms and conditions contained in any Customer’s Documents are hereby expressly objected to by NorthStar.

No agent, employee, or representative of NorthStar has any authority to bind NorthStar to any affirmation, representation, or warranty covering the Products sold by NorthStar to Customer, unless such affirmation, representation, or warranty is specifically included within these Terms and Conditions or within a written document signed by authorized officers of NorthStar and Customer.

2. PRICE

The purchase price of any goods sold hereunder shall be as stated on the applicable NorthStar order acknowledgment or accepted purchase order.

3. PAYMENT TERMS; LATE FEES; ATTORNEYS’ FEES AND COSTS; WAIVER

Except as otherwise agreed in writing by NorthStar and Customer, all sums due and owing to NorthStar for any Product and/or Services shall be paid according to the agreed payment terms. NorthStar reserves the right to require an advance deposit prior to the commencement of any work.

NorthStar’s prices do not include sales, use, excise, or similar taxes, duties, or levies, unless stated in the contract. Customer shall be responsible for payment of any applicable sales, use, excise, or similar taxes, duties, or levies now or hereafter imposed by any governmental authority on the manufacture, sale, delivery, and/or use of any Products, or in lieu thereof, shall provide NorthStar with tax exemption certificates acceptable to the taxing authorities, as required.

In the event of any default pursuant to the terms and conditions set forth herein, Customer shall pay all costs and fees, including reasonable attorneys’ fees and costs, incurred by NorthStar in collecting any unpaid amounts due to NorthStar. NorthStar may, at its sole option, refuse, delay, or change the terms of shipments to Customer upon failure by Customer to timely pay any amounts due.

The waiver by NorthStar of any breach hereof or default in any payment shall not constitute a waiver of any other breach or default. In the event of default, NorthStar shall have all remedies provided in these Terms and Conditions and under the Ohio Uniform Commercial Code, which shall be cumulative with any other remedies that NorthStar may have at law or in equity. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or the exercise of any other remedy at any time.

If Customer’s project is delayed as a result of the delay or failure of Customer to obtain permits (after NorthStar has delivered and installed the Products), or if Product is delivered and/or installed prior to Customer obtaining applicable permits, any outstanding sums due for Product and/or installation shall be paid immediately, notwithstanding the delay or failure of Customer to obtain permits.

4. WARRANTIES FOR NEW GOODS MANUFACTURED BY OTHERS

All new goods not manufactured by NorthStar are warranted only in accordance with the warranty provided by the manufacturer. The warranty on the installation of such goods is set forth in Section 10 below.

5. USED GOODS

Used goods are sold “as is.” Customer must carefully inspect these for signs of defects. It is possible that used goods are not uniform in size or condition. THE CAPACITY OF USED GOODS IS NOT WARRANTED IN ANY WAY. The warranty on installation of such goods is included in Section 10 below.

6. CHANGE ORDERS AND CANCELLATION

If it is desired to make a change to an order, NorthStar will attempt to accommodate the request without cost to Customer. If, however, materials have been ordered and/or fabricated for the specific project in question, or the change requires extensive additional engineering time, or additional shipping costs, the costs of the change will be calculated and presented for written approval by Customer prior to initiating the change.

Upon approval by Customer, Customer accepts responsibility for the costs of such changes. Changes that increase quantities or add items to an order shall be entered as separate orders subject to then-current lead times.

Cancellation and/or restocking fees will be billed at the greater of either $250 or 25% of the total order cost.

7. MATERIALS PROVIDED BY CUSTOMER

If goods or products are to include or incorporate items or other materials to be provided by Customer (or by any third party on behalf of Customer), NorthStar’s performance and any prices quoted by NorthStar are conditioned upon such items or other materials being received by NorthStar at the agreed times, in the quantities and condition specified and agreed upon by NorthStar and Customer, and with all freight, transportation, and all other charges related thereto prepaid by Customer.

Customer shall be responsible for all defects contained in or relating to all items or other materials to be provided by Customer (or by any third party on behalf of Customer). Customer shall pay NorthStar for all time, labor, and expense incurred by NorthStar, including but not limited to work or labor performed, or materials used, in producing or attempting to produce any goods or products, by reason of or caused by any defective items or other materials provided by Customer (or by any third party on behalf of Customer).

8. INSTALLMENTS / DELIVERY

Unless otherwise expressly stated, NorthStar shall have the right to make delivery in installments. All installments shall be separately invoiced and paid as billed without regard to subsequent deliveries. Failure of Customer to pay for any proper installment when due shall excuse NorthStar from making further deliveries. Delay in delivery on any installment shall not relieve Customer of its obligation to accept and pay for remaining installments.

9. DELIVERY; INSTALLATION; QUANTITY

Estimates of delivery and installation times are subject to revision upon receipt of complete ordering information by NorthStar. Delivery or tender of delivery of any installment of any goods or products within fifteen (15) days after the date specified for delivery shall be deemed timely performance by NorthStar.

There shall be no liability for failure or delay of delivery due to acts of God, acts of Customer, government action, fire, flood, war, accident, strike, casualty, lockout, boycott, embargo, strikes at the port, terrorism, riot, labor trouble or shortage, inability to obtain material, equipment, or transportation, or other causes beyond the reasonable control of NorthStar.

All express and delivery charges shall be paid by Customer without discount. Delivery or tender of ninety (90) percent of the quantity specified for an installment shall constitute performance, and installments shall be accepted by Customer and paid for at contract prices and terms.

Title and risk of loss or damage shall pass to Customer on delivery to Customer’s carrier or dock (Freight on Board / point of shipment). Customer may cancel an order in the event of a material delay in delivery or installation of goods hereunder, in which case any deposits or other amounts paid by Customer shall be promptly returned.

10. INSTALLATION INDEMNIFICATION

Customer is responsible for inspecting the completed installation prior to use. If any flaws in installation are noted, Customer must notify NorthStar prior to use. In the absence of notification of any problems, and upon receipt of permits as may be required, installation shall be deemed completed.

Proper installation is warranted by NorthStar, and NorthStar assumes liability for damage resulting from faulty installation. NorthStar agrees to indemnify and hold Customer harmless from all liability and expense arising out of or attributable to such faulty installation. NorthStar shall not be liable for consequential or incidental damages.

In the case of installation of used material, Customer acknowledges that the material to be installed may not be in prime condition.

11. FREIGHT AND SECURING LOADS

Customer is responsible for securing all loads of material transported from NorthStar’s facility in Customer’s vehicle, as well as for flagging or otherwise marking such material for transport. If a third-party freight carrier transports material from NorthStar’s facility on Customer’s behalf, the freight carrier shall be responsible for securing the load, flagging, or otherwise marking the material for transport.

With respect to transportation of loads by or on behalf of Customer, NorthStar shall not have any liability to Customer or any third party for:
(1) damage to, or loss of, any vehicle used to carry material purchased by Customer from NorthStar, whether such vehicle belongs to Customer or a third party;
(2) damage to, or loss of, the material purchased by Customer from NorthStar or to a third party’s property (real or personal);
(3) injury to any person (whether the driver of the vehicle carrying the material or an unassociated third person); or
(4) any other loss of any kind resulting from a failure by Customer or a freight carrier retained by Customer to properly secure a load of material purchased from NorthStar and transported from NorthStar’s facility in Customer’s vehicle or on a vehicle belonging to a freight carrier hired by Customer.

Where applicable and upon request, freight may be billed “third party,” subject to the carrier’s approval of the reseller’s credit. “Prepay and Add” freight charges are subject to a 10% surcharge on the freight costs only. When billed “Prepay and Add,” there will be no credit extended for reduction in shipping costs.

Quoted freight rates do not include any applicable local, county, state, or federal taxes. Applicable taxes may be added to the quoted freight amount at the time of invoicing. Customer is responsible for all fuel surcharges invoiced by the carrier at the time of shipment.

12. OFFLOADING MATERIAL

Customer is expressly prohibited from manually offloading material from NorthStar’s trucks. Where such offloading is the responsibility of Customer, Customer is expected to have proper equipment and manpower to offload material without assistance from NorthStar’s driver. If Customer does not have a safe, conventional means of offloading the material, NorthStar’s driver will be required to return to NorthStar’s facility with the material, and Customer may be charged for the expense of the trip.

13. LIMITATIONS / WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN A SUBSEQUENT WRITING SIGNED BY CUSTOMER AND NORTHSTAR, NORTHSTAR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NORTHSTAR MAKES NO WARRANTY WITH RESPECT TO WHETHER THE PRODUCTS INFRINGE ANY PATENT, COPYRIGHT, OR TRADEMARK, U.S. OR FOREIGN. CUSTOMER REPRESENTS AND WARRANTS THAT, TO THE BEST OF ITS KNOWLEDGE, THE PRODUCTS OR USE OF SUCH PRODUCTS DO NOT VIOLATE ANY PATENT, COPYRIGHT, OR TRADEMARK, U.S. OR FOREIGN.

14. LIMITATION OF REMEDIES

NorthStar makes no warranties, express or implied, to cover damage, breakage, loss, or injury arising from accident, misuse, excessive loading, or failure to maintain the material in accordance with the manufacturer’s instructions.

Customer agrees that Customer shall have the responsibility to determine the adequacy of its slab or floor for installation of any fixture purchased from NorthStar, taking into consideration the loads that may foreseeably be placed on that fixture. Customer represents to NorthStar that it is not relying upon NorthStar’s determination or advice with respect to the adequacy of its slab or floor.

15. CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE

Customer’s exclusive remedies for any damages caused by any Product defect or failure, regardless of the form of action, whether in contract, tort, or otherwise, including without limitation negligence or strict liability, shall be:

(i) For delays in delivery caused by force majeure events, Customer’s sole remedy shall be to cancel the order without incurring cancellation charges, and all deposits and other amounts paid by Customer shall be promptly returned to Customer; or

(ii) For damages to real or tangible personal property for which NorthStar’s negligence was alleged to be the proximate cause, and for claims other than those set forth above, NorthStar’s liability shall be limited to an amount not to exceed the purchase price of the Products.

NORTHSTAR SHALL NOT BE LIABLE IN ANY EVENT FOR INCIDENTAL DAMAGES, PUNITIVE DAMAGES, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, OR LOST REVENUES OF ANY KIND, WHETHER OR NOT NORTHSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This paragraph shall survive the failure of any exclusive remedy. No action, regardless of form, arising out of or in any way connected with the Products furnished or Services rendered by NorthStar, may be brought by Customer more than two (2) years after the cause of action has accrued.

16. FINANCIAL RESPONSIBILITY

Reasonable doubt on the part of NorthStar concerning the financial responsibility of Customer (including but not limited to Customer’s failure to pay on the net due date for goods shipped) shall entitle NorthStar to stop operation, decline shipment, or stop any material in transit without liability until the material has been paid for or until NorthStar is furnished reasonable, satisfactory proof of Customer’s financial responsibility.

17. LITIGATION AND COLLECTION

Any controversy or claim arising out of or relating to this sale shall be mediated by a mutually agreed-upon mediator in Wayne County, Ohio. The cost of the mediation shall be shared equally. In the event the dispute is not resolved through mediation, any litigation shall be brought in Wayne County, Ohio, and such courts shall have exclusive jurisdiction over any such litigation. Customer and NorthStar hereby expressly consent to the jurisdiction and venue of said courts.

If any default is made in payment of amounts due for the sale of goods and materials hereunder or upon any other breach of the terms and conditions set forth herein, Customer agrees to pay NorthStar’s reasonable cost of collection and/or compliance, including reasonable attorneys’ fees and costs, not to exceed an amount allowed by law.