Customer Service





Terms and Conditions of Sale

(April 2024)

  1. Acceptance. North Star Imaging, Inc., is herein referred to as “NSI,” and Purchaser purchasing products (“Products”), the training, maintenance, and remote and in-person support services set forth on any NSI quotation (the “Standard Services”), or those certain technique development and interpretive services set forth on a mutually agreed upon statement of work, proposal or order form (the “Interpretive Services” and, together with the Standard Services, the “Services”) from NSI is referred to as “Purchaser.” These terms and conditions of sale (the “Terms”), any NSI quotation, statement of work, acknowledgment or invoice, and all documents incorporated by specific reference herein or therein (“NSI Documents” and together with these Terms, the “Agreement”), constitute the complete terms governing the sale of Products and Services. NSI HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR ON PURCHASER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. No site usage agreement or any other click-through agreement on a website will have any applicability or binding effect whether NSI clicks on an “ok,” “I accept,” or similar acknowledgment. Additional or different terms applicable to a particular sale may only be specified in the body of an NSI Document or expressly agreed to in writing by the parties. In the event of a conflict between these Terms and any other document, the following order of precedence will apply: (a) terms expressly agreed to in writing and executed by an authorized officer of NSI; (b) NSI Document terms; and (c) these Terms.
  2. Quotations. Unless otherwise set forth in NSI’s quotation, quotations are only valid when in writing and for ninety (90) days from the date of the quotation. All quotations are subject to change or withdrawal without prior notice to Purchaser. Commencement of any work by NSI will manifest Purchaser’s assent to the Agreement. NSI may refuse orders and shall have no obligation to sell or deliver Products or Services unless and until NSI issues an order acknowledgement, upon the shipment of Products or commencement of Services by NSI.
  3. Prices and Payment Terms. Prices are in U.S. Dollars and are subject to change without notice for any reason. Purchase orders shall be submitted to the address set forth on NSI’s quotation and must comply with the minimum quantity and lead time requirements then in effect, if any. Custom or special orders for Products (“Custom Orders”), as determined in NSI’s sole discretion, may require a 50% deposit before NSI will begin acting on such orders. Time of payment is of the essence. For purchase orders specifying future-dated shipments of Products or delivery of Services, NSI has the sole discretion to charge the price in effect on the date such Product ships or such Services are completed. Additionally, if a raw material, component, or service provider raises its prices, or imposes a surcharge on NSI, or if the cost of any of NSI’s inputs into the Products or Services increases, NSI reserves the right to increase prices and/or surcharge Purchaser, and Purchaser agrees to accept such price increase or surcharge until the term of such cost increase or surcharge or until the termination of the contract to which these terms and conditions apply is reached. If Purchaser objects to any price increase, or if Purchaser refuses to provide a new purchase order reflecting such price increase, NSI may, at its option, stop any or all future shipments of Products or provision of Services (regardless of whether such price increase affects or implicates such Products or Services). Unless necessitated by the delivery term set forth in Section 8 or otherwise mutually agreed upon between the parties, prices do not include any sales, use, value-added or other taxes, import duties, license fees, or like charges (“Fees”) related to the sale, importation or use of Products or Services, and Purchaser is responsible for those Fees. Terms of payment are as set forth on NSI’s quotation for the applicable Products or Services. If Purchaser fails to timely make payment (including Fees), NSI may: (a) take any actions allowable under law; (b) withhold shipment of any Products or performance of any Services, including those not subject to these Terms; (c) demand the prompt return of previously shipped goods; (d) institute new payment terms with immediate effect; and/or (e) cancel any purchase orders. In addition, Purchaser agrees to: (i) pay interest on overdue invoices at the rate of 1.5% per month, but not higher than the highest rate permitted by law and (ii) indemnify, defend, and hold harmless NSI for all associated costs and expenses incurred by NSI, including reasonable attorneys’ fees and court costs. NSI shall have the right of set-off, offset, and deduction for any sums owed and reserves the right to charge interest on overdue invoices at the rate specified above. Under no circumstances will Purchaser have a right of set-off, deduction, or adjustment. Purchaser’s inspection rights herein will not affect the payment terms.
  4. Credit. All shipments of Products or provision of Services are subject to approval by NSI’s credit department. NSI may invoice Purchaser and recover for each shipment of Products or as Services performance is rendered according to these Terms as a separate transaction. If, in NSI’s sole judgment, Purchaser’s financial condition is or becomes unsatisfactory, then NSI may, without prejudice to any of its other remedies: (a) defer or decline to make any shipments or provide any Services except upon receipt of satisfactory security or cash payments in advance; and/or (b) terminate any or all of Purchaser’s purchase orders. Purchaser agrees that, except where prohibited by law, if any applicable credit balance is not applied or otherwise used within one year, any balance remaining will be canceled without notice and NSI shall have no further liability in connection therewith. No cash payments will be made for unapplied credits. Purchaser shall be notified of any credit balance at the time of issuance.
  5. Cancellation or Modification. NSI may cancel any purchase order or release thereunder or terminate any agreement relating to the purchase of NSI’s Products or Services upon notice to Purchaser without liability. Once NSI has accepted a purchase order or begun taking actions with respect to a purchase order, Purchaser cannot cancel, terminate, or modify such purchase order in whole or in part except with NSI’s written consent. To the extent Purchaser attempts to cancel or modify any purchase order, (i) for standard orders, Purchaser will be liable for cancellation or modification charges and all costs incurred and committed for the order or in connection with the cancellation or modification, as applicable, together with a reasonable allowance for prorated expenses and (ii) for Custom Orders, Purchaser shall be responsible for the full value of such purchase order.
  6. Inspection / Non-Conforming Shipments. Purchaser may inspect Products for fifteen (15) business days immediately following delivery (the “Inspection Period”). During the Inspection Period, Purchaser must notify NSI in writing of any Products that do not conform to the specifications applicable to their sale and afford NSI a reasonable opportunity to inspect such Products and cure any nonconformity. If Purchaser fails to provide NSI such written notice of nonconformity within the Inspection Period, Purchaser will be deemed to have accepted the Products. Purchaser will be responsible for all costs associated with returns of Products and will bear the risk of loss or damage to such Products unless such Products do not conform to the Terms and are returned per Section 7 of these Terms. Any variation in quantities shipped over or under those ordered (not to exceed 10%) will constitute compliance with Purchaser’s order, and the stated price per item will continue to apply. With respect to Interpretive Services, Purchaser agrees to promptly review the completed Report (as defined below) related thereto upon receipt and to notify NSI within seven (7) business days of any errors or omissions in such Report or other deliverables.
  7. Product Returns. Except as set forth in Section 9 of this Agreement Purchaser may not return any Product without NSI’s prior written authorization. Any Product return authorized by NSI must be made in accordance with NSI’s return policies then in effect, including its policy prohibiting the return of damaged Products. Except for returns of Products permitted under NSI’s warranty, a 25% restocking fee will be charged for all authorized returns. All authorized returns must be made within forty-five (45) days of purchase of such Products. Custom Orders and orders for Services are not eligible for return under any circumstances.
  8. Delivery. NSI anticipates the use of common carriers for shipment of Products. Unless otherwise stated on NSI’s Documents, payments for freight rates and other shipping charges shall be prepaid by NSI and added to the Products shipped. Except as set forth herein, all Products will be shipped FOB (NSI’s Facility) (Incoterms® 2020) using NSI’s standard methods for packaging and shipping such goods. The shipping terms set forth in NSI’s quotation apply to sales of Products in Alaska, Hawaii, Puerto Rico, and all export orders. Shipping dates are approximate and are conditioned upon prompt receipt of all necessary information from Purchaser. NSI may ship items in a single or multiple shipments. Title to the Products and risk of loss shall pass to Purchaser upon delivery to the carrier. Purchaser assumes all risk and liability for loss, damage, or destruction, as well as the results of any use or misuse by third parties who acquire or use the Products illicitly after shipment. Purchaser shall pay any extra charges incurred for additional services, such as Purchaser’s carrier or special handling. Any loss occasioned by damage or shrinkage in transit will be for Purchaser’s account and claims for such loss must be made solely against the carrier.
  9. Warranty.
    1. Product Warranty. Subject to the limits set forth herein, NSI will convey the Products free and clear of all liens and encumbrances created by NSI. NSI warrants that for twelve (12) months from the date of shipment (the “Warranty Period”), under normal use and given proper installation and maintenance as determined by NSI, the Products: (a) will conform to the specifications as set forth on Schedule B attached hereto (the “Specifications”); and (b) will be free from substantial defects in material and workmanship. If NSI breaches any warranties in this Section, NSI will, at NSI’s option and as NSI’s sole liability and Purchaser’s sole remedy, repair, replace or credit Purchaser’s account for any nonconforming Product, provided that (i) during the Warranty Period NSI is promptly notified in writing upon discovery of such breach with a detailed explanation thereof; (ii) NSI is given a reasonable opportunity to investigate all claims; and (iii) NSI’s examination confirms the alleged deficiencies and that the deficiencies were not caused by accident, misuse, neglect, normal wear and tear, improper installment, unauthorized alteration or repair or improper testing. No Products may be returned to NSI until inspected and approved by NSI. If a Product component fails within the scope of this warranty, after inspection of the affected Product by NSI, at its option, NSI will either repair or replace the defective component; however, the original manufacturer’s warranties on such components will be passed through to Purchaser. During the Warranty Period, authorized repair labor will be without charge and the work shall be performed during NSI’s normal operating hours. This warranty: (i) extends only to the first end user; (ii) is not transferable; and (iii) does not apply to reconditioned or used equipment, which – for the avoidance of doubt – is sold “as-is” with no warranty unless otherwise indicated. Errors attributable to the lack of suitability of (or other limitations on) NSI’s technology for Purchaser’s application or sample are expressly excluded from this warranty. Purchaser is solely responsible for determining if a Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of NSI’s Products and Services, to the extent permitted by law NSI is not responsible and shall not be liable in any manner whatsoever for the use or application of its Products or Services or the results obtained through the use of its Products or Services. Purchaser is responsible for the determination of appropriate Products, testing methods, and classification of parts. All physical properties, statements, and recommendations are either based on the tests or experience that NSI believes to be reliable, but they are not guaranteed for Purchaser’s application.
    2. Service Warranty. Subject to the remaining conditions of this Section 9(b), NSI warrants that (i) it will complete the Standard Services in a satisfactory and workmanlike manner, and (ii) it will complete the Interpretive Services (a) in the manner specified in the mutually agreed upon statement of work, and (b) that such Interpretive Services shall be completed or supervised by an ASNT/NAS410/EN4179 Level III Technician. NSI shall use commercially reasonable efforts to complete the Services and provide written information, deliverables, results, technical reports, certificates, test or inspection records, drawings, or the like in respect of the Services (the “Report”) to the Purchaser by any date reasonably requested in writing by the Purchaser, but NSI shall not be liable to the Purchaser for: (i) any delay in the performance of any obligation under the Purchase Order; or (ii) damages suffered by the Purchaser because of such delay.
  10. In relation to Reports delivered or interpreted as part of the performance of any Interpretive Services, Purchaser shall notify NSI, within seven (7) business days from the date of issue of such Report, of any Purchaser or third-party dispute concerning either the original scan or Interpretive Services. If Purchaser does not so notify NSI within this seven (7) business day period, Purchaser will be deemed to have accepted the Report, together with any Interpretive Services, provided by NSI. All Interpretive Service Reports are prepared on the basis that: (i) there is no responsibility to any person or body other than Purchaser; (ii) they are not produced for any particular purpose and no statement is to be deemed, in any circumstances to be or give rise to a representation, undertaking, warranty or contractual condition unless specifically stated; (iii) they are determined solely by the professional analysis undertaken or supervised by an ASNT/NAS410/EN4179 Level III Technician in accordance with the statement of work; (iv) NSI is entitled to be paid the agreed upon fees irrespective of the results or conclusions reached in the Report; (v) the results of the Interpretive Services shall address the specified samples and information submitted only and are not to be regarded as representative of any larger population from which such sample was taken; and (vi) the results are final and approved by NSI. NSI shall be under no liability where Purchaser has acted on preliminary, unapproved results or advice. NSI shall not be liable for a breach of the warranty set forth above or otherwise for a breach of its obligations under this Section 9 unless Purchaser gives written notice of the claimed defect in Interpretive Services, reasonably described, to NSI, within fourteen (14) days following the date of NSI’s issuance of such Report. Subject to the foregoing, unless NSI disputes the validity of any such claim of defect, NSI shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the amount set forth in NSI’s statement of work. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE PURCHASER’S SOLE AND EXCLUSIVE REMEDY AND NSI’S ENTIRE LIABILITY FOR ANY BREACH OF THE OBLIGATIONS UNDER THIS SECTION 9. EXCEPT FOR THE WARRANTY SET ABOVE, NSI MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY: (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
  11. Purchaser’s Obligations with Respect to Interpretive Services. The parties agree that the Interpretive Services depend, inter alia, on Purchaser providing accurate documents and relevant information to NSI for the purposes of NSI fulfilling any Services. Purchaser shall cooperate with the completion of any Imaging Request Form if any, and supply as much information as reasonably requested by NSI for each sample and/or Interpretive Service requirement to facilitate Interpretive Services. Purchaser shall provide NSI with detailed (to the satisfaction of NSI) instructions in writing as to the treatment and handling of any samples subject to Interpretive Services and NSI will use commercially reasonable efforts to comply with such instructions at Purchaser cost. Purchaser shall inform NSI in writing prior to asking NSI to carry out any Service on a Purchaser site or sample that is of a dangerous or unstable nature, as well as notify NSI of any actual or potential health and safety hazards relating to such site and sample and shall provide instruction on the safe visiting of the site or safe handling of the sample. Purchaser shall also timely respond to any safety or hazard-related inquiries and shall specify all rules and regulations that are applicable to the sample. Purchaser shall accept full responsibility for appropriate safety labeling pertaining to the sample and any equipment provided to NSI by Purchaser. Purchaser acknowledges and expressly agrees that, subject to this Section, where the Agreement specifies that the Services include non-destructive testing of the sample, the performance of the Services may damage or destroy all samples and any other materials or property delivered by Purchaser to NSI in relation to the Agreement. Under no circumstances will NSI be responsible for any additional costs or damages, including consequential, special, indirect, or incidental damages and indirect costs or losses, resulting from the destruction or loss of Purchaser’s property. When testing, analysis, or other services are carried out, NSI shall not be liable in respect of any costs or losses resulting from damage to or destruction of any property belonging to Purchaser unless Purchaser notifies NSI in writing before delivery to NSI and the property itself delivered to NSI is marked “Do Not Destroy or Damage”. If such notice is given and Purchaser’s property is so marked, NSI’s liability and Purchaser’s sole and exclusive remedy for damage to or destruction of Purchaser’s property are limited to the lesser of (i) the value of Purchaser’s property; or (ii) the cost of the Services performed on the damaged or destroyed property pursuant to the Agreement.
  13. Tooling/Molds/Dies. All material, equipment, facilities, and special tooling (including but not limited to tools, jigs, dies, fixtures, molds, patterns, special taps, special gauges, special test equipment, and manufacturing aids and replacements thereof) used in the manufacture of the Products will remain the property of NSI. Any material, tooling, or equipment furnished to NSI by Purchaser will remain the property of Purchaser with title to and right of possession remaining in Purchaser. If any NSI Document states that the purchase price, capital expenditure, or investment amount of any tooling, equipment, dies or anything else is being amortized over some period through a piece-price adjustment, Purchaser agrees to pay NSI for any shortfall in the amortization amount should the stated quantity not materialize in the stated timeframe (in each case as specified on the applicable NSI Document).
  14. Ownership of Intellectual Property. All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights, and other information or intellectual property disclosed or otherwise provided to Purchaser by NSI, and all rights therein (collectively, “Intellectual Property”) will remain the property of NSI and will be kept confidential by Purchaser in accordance with these Terms. Purchaser has no claim to, nor ownership interest in, any Intellectual Property, and such information, in whatever form and any copies thereof, shall be promptly returned to NSI upon request from NSI. Purchaser acknowledges that no license or rights of any sort are granted to Purchaser hereunder in respect of any Intellectual Property, other than the limited right to use NSI’s Products or receive the Services purchased from NSI. The sale of Products or Services by NSI to Purchaser does not include any design, development, or related services associated with the Intellectual Property of NSI.
  15. Use of Trademarks and Trade Names. Purchaser shall not use, directly or indirectly, in whole or in part, NSI’s name, or any other trademark or trade name that is now or may hereafter be owned by NSI (collectively the “Trademarks”), as part of Purchaser’s corporate or business name, or in any way in connection with Purchaser’s business, except in a manner and to the extent authorized herein or otherwise approved by NSI in writing. Purchaser hereby acknowledges NSI’s ownership of the Trademarks, and the goodwill associated therewith. Purchaser shall not infringe upon, harm, or contest the validity of any Trademarks. Purchaser shall be entitled to use the Trademarks only in connection with the promotion or sale of the Authorized Products pursuant to the terms of the Agreement. Purchaser shall reproduce the Trademarks exactly as specified by NSI. Purchaser shall not use the Trademarks in combination with any other trademarks or names. Purchaser agrees that it will not register or attempt to register any Trademark or any colorable imitation thereof (including any non-English language variation thereof) or use such Trademarks for any products or any purposes other than those set forth in the Agreement. Purchaser shall not at any time during or after the termination of the Agreement, use in its business any other trademark that is similar to or in any way resembles the Trademarks so as to be likely to cause deception or confusion with the Trademarks. Purchaser shall provide reasonable cooperation to NSI with respect to any efforts of NSI to protect, defend, or enforce its rights to the Trademarks. Should Purchaser cease being an authorized customer of NSI for any reason, Purchaser shall immediately discontinue any formerly permitted use of NSI’s name or the Trademarks.
  16. Confidential Information. All information furnished or made available by NSI to Purchaser in connection with the subject matter of the Agreement shall be held in confidence by Purchaser. Purchaser agrees not to use (directly or indirectly), or disclose to others, such information without NSI’s prior written consent. The obligations in this section will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Purchaser of any obligation herein; (b) Purchaser can show by written records was in Purchaser’s possession prior to disclosure by NSI; or (c) is legally made available to Purchaser by or through a third party having no direct or indirect confidentiality obligation to NSI with respect to such information. Purchaser agrees that NSI may publicly identify Purchaser and Purchaser’s application as a user of the Products and/or Services through the display of its logo.
  17. Audit. Unless agreed to in writing by an officer of NSI, neither Purchaser nor any Purchaser representative, may examine or audit NSI’s cost accounts, books or records of any kind or any matter, or any other data that NSI, in its sole discretion, considers confidential or proprietary.
  18. Infringement and Indemnification. Except as set forth below, NSI agrees to defend and indemnify Purchaser against: (i) any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of NSI’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies NSI written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with NSI in the defense and settlement of such Claim; and (c) Purchaser allows NSI the right to defend and settle such Claim at NSI’s expense If a suit or claim results in any injunction or order that would prevent NSI from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of NSI, otherwise cause NSI to be unable to supply such parts or Products, NSI may do one or more of the following: (i) secure an appropriate license to permit NSI to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if NSI cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in NSI’s sole discretion, NSI may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, NSI shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by NSI, or (3) any part or Product or process that is designed or specified by Purchaser.
  19. NSI Employees. NSI sales and service employees do not have the training or authority to make legal representations enter into any agreements or execute any Purchaser documents affecting legal responsibilities or waiving legal rights, including those regarding the transfer of intellectual property rights or related to privacy laws. Any such representations, agreements, or documents will not be binding on NSI or such NSI employees.
  20. Compliance. Purchaser agrees to comply with all federal, state, local, and foreign rules, regulations, ordinances, and laws applicable to Purchaser’s obligations hereunder and Purchaser’s use of the Products and Services, including import/export laws, labor laws, and anti-corruption laws.
  21. Relationship of the Parties. Nothing in the Agreement or the course of dealing of the parties may be construed to constitute the parties hereto as partners, joint venturers, or as agents for one another or as authorizing either party to obligate the other in any manner.
  22. Force Majeure. NSI will not be responsible for failure to perform in a timely manner under the Agreement when its failure results from events beyond its reasonable control (an event of “Force Majeure”), including acts of God, epidemics, pandemics, acts of war whether declared or undeclared, blockades, labor disputes (whether of NSI’s employees or the employees of others), an event of force majeure at an NSI supplier, raw material shortages and material increases in costs of raw materials. In the event of Force Majeure, the time for performance will be extended for such time as reasonably necessary to enable NSI to perform.
  23. Assignment; Binding Effect. No assignment of any rights or interest or delegation of any obligation of Purchaser under the Agreement or Purchaser’s purchase order may be made without NSI’s prior written consent. Any attempted assignment will be void. NSI may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
  24. Waiver. In the event of any default by Purchaser, NSI may decline to ship Products or provide Services. If NSI elects to continue shipping or otherwise fails to insist upon strict compliance with the Agreement, NSI’s actions will not constitute a waiver of Purchaser’s default or any other existing or future default or affect NSI’s legal remedies.
  25. Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for or is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations hereunder.
  26. Limitation of Actions/Choice of Law/Litigation Costs. Any dispute arising out of or related to the Agreement will be governed by and construed according to the laws of the state of Illinois and litigated exclusively in a state or federal court located in Cook County, Illinois. The parties hereto expressly release and waive any and all rights to a jury trial and consent to have any dispute heard solely by a court of competent jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
  27. Survival. Any provisions in the Agreement which, by their nature, extend beyond the termination or expiration of any sale of Products or Services, will remain in effect until fulfilled.
  28. Severability. If any provision herein is held to be unlawful or unenforceable, the remaining provisions herein will remain in effect.
  29. Integration and Modification. The Agreement constitutes the entire agreement between NSI and Purchaser with respect to the Products and Services covered by the Agreement and supersedes any prior agreements, understandings, representations, and quotations with respect thereto. No modification hereof will be of any effect unless in writing and signed by the party to be bound thereby.