Terms of Service

Last Update: December 8, 2025

The following Terms and Conditions of Sale and Warranty (the “Terms”) apply to the sale of Goods by the Company as described below. These Terms apply to every contract (including each purchase order) entered into with the Company except as varied by an express written agreement signed by an authorized person on behalf of the Company.

As used in these Terms, the “Company” refers to Starc Systems Inc., a Delaware corporation, its successors and assigns, and “Buyer” means any person or entity at whose request goods or services are supplied by the Company under these Terms or any other written contract between the Company and Buyer. These Terms constitute the entire understanding and agreement between the Company and Buyer regarding the Goods and the warranties that cover the Goods and supersede all previous understandings, agreements, communications and representations relating to such subject matter.

“Goods” means all products and units relating to and used in connection with the modular wall system manufactured and sold by the Company under the brand STARC and STARC SYSTEMS, and any other goods or replacements therefor, and/or any services or workmanship supplied by the Company to Buyer under these Terms or any other written contract between the Company and Buyer.

The headings in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms.

1. ORDERS AND QUOTATIONS

(a) Buyer’s order to the Company (in whatever manner communicated) is an offer to enter into a contract upon these Terms only. Any terms or conditions contained in any offer, purchase order, acknowledgment, or other instrument provided at any time by Buyer are hereby rejected and excluded and shall be of no force or effect unless expressly accepted in writing by an authorized person on behalf of the Company.

(b) A quotation by the Company does not constitute an offer. Quotations are valid for a period of thirty (30) days from the date of issue and may be withdrawn at any time. If no quotation is provided, the price set out in the Company’s price list in force at the date of delivery of the Goods shall apply.

(d) Buyer may not cancel, reschedule, or reduce any order or contract with the Company without the Company’s express written consent, signed by an authorized person on behalf of the Company. Any permitted cancellation or change shall be handled in accordance with Section 7 (Cancellation and Changes).

(e) The Company’s employees and agents are not authorized to make any representations or modifications concerning the Goods or these Terms, and Buyer agrees that it has not relied on any such representations.

2. PRICES

Prices are F.O.B. origin, the Company’s manufacturing plant or branch, unless the Company otherwise specifies in writing. Additional services are subject to charge at the Company’s standard rates in effect at the time such services are performed. The price of any article ordered and scheduled for shipment on a date more than ninety (90) days from the date of the Company’s quotation, or if no formal quotation has been made, from the date of the Company’s receipt of Buyer’s order, is subject to increase or decrease by the Company unless otherwise agreed to in writing.

Payment of an invoice shall not prejudice any claim by Buyer on account of omissions or shortages in shipment, provided that no such claim will be allowed unless made in writing within thirty (30) days after receipt of shipment by Buyer. Prices include standard packaging only.

3. DELIVERY

(a) Delivery dates are estimates only and are not guaranteed.

(b) Unless the Company otherwise specifies in writing, delivery will be made F.O.B. the Company’s manufacturing plant or branch, and title to and risk of loss of the Goods shall pass to Buyer at that point. The Company shall have the right to choose the means of transportation and to route shipments when specific written instructions are not included with Buyer’s order.

(c) The Company shall not be liable for, and Buyer shall not have the right to cancel any order because of, any delay in delivery caused by or due to any contingency beyond the Company’s reasonable control (“Force Majeure”), including, but not limited to, wars, fire, floods, riots, strikes or lockouts, labor disputes involving the Company or its subcontractors, insurrection, earthquakes, embargoes, acts of God, demands or requirements of governments, failure of or delay in transportation, unusually severe weather, or default of a supplier or subcontractor. In the event of delay for any such cause, the specified delivery date shall be extended for a reasonable length of time, but in no event less than the period of delay. Time of delivery is not of the essence in these Terms or in any contract for the sale of Goods by the Company.

(d) The Company reserves the right to make partial shipments and to invoice for partial shipments of completed articles. Each installment shall constitute a separate contract under these Terms.

(e) Buyer warrants that, if an import license or other authorization is required for the importation of the Goods into the country of destination, such license or authorization has been obtained or will be obtained prior to shipment.

4. INSPECTION

(a) Buyer shall inspect the Goods immediately upon receipt and, unless such inspection cannot reasonably be carried out and the delivery note is marked “not examined,” Buyer shall, subject to Section 4(b) below, be deemed to have accepted the Goods as delivered.

(b) The Company shall not be liable for defects or shortages that should have been discovered on reasonable inspection unless Buyer notifies the Company in writing before the expiry of three (3) days following receipt of the Goods alleged to be defective or nonconforming with these Terms or any contract between the Company and Buyer.

(c) The Company shall make good any shortages notified to it under Section 4(b) as soon as reasonably practicable but shall not be liable for any other loss whatsoever arising from such shortage.

(d) The Company’s liability for defects and shortages notified to it under Section 4(b) shall in all circumstances be limited to, at the Company’s sole option, (i) repair or replacement of the Goods in question, or (ii) crediting Buyer with the invoice value thereof.

5. TERMS OF PAYMENT

Unless otherwise agreed to in writing by the Company, and subject to credit approval by the Company, payment in full of all invoices shall be due 15 days from invoice. Time for making payment shall be of the essence of these Terms and of any contract between the Company and Buyer.

6. TAXES

Product prices do not include any present or future federal, state or local sales, value added, use, excise, manufacturing, processing, or importation tax, or any other tax or charge that is, or may be, imposed on the Goods or services covered hereby or on subsidiary articles or material incorporated therein. Any such taxes or charges will be added to the invoices as separate items unless appropriate exemption certificates are furnished to the Company.

7. CANCELLATION AND CHANGES

(a) No cancellation without consent. Orders are not subject to cancellation, in whole or in part, without the Company’s prior written consent. Any reduction in quantities ordered shall constitute a partial cancellation subject to this Section 7.

If Buyer requests changes to an order (including, without limitation, changes in specifications, quantities, delivery dates, or shipping instructions) and the Company agrees to such changes, any resulting increase in the cost of, or time required for, the performance of any work under the order will entitle the Company to an equitable adjustment to the price, the delivery schedule, or both.

(b) Financial consequences of cancellation. Where the Company consents to cancellation of an order, Buyer shall indemnify and reimburse the Company in full for all expenses incurred and losses suffered by the Company as a result of such cancellation. Unless the Company agrees otherwise in writing, settlement will be made on the following basis:

(i) Buyer will pay to the Company, upon delivery, the full purchase price of all articles completed at the time the Company agrees to cancellation and, if the Company elects to complete any part or all of the articles scheduled for delivery within thirty (30) days from such time, the full purchase price of all such articles so completed; and

(ii) Buyer will further pay to the Company a percentage of the purchase price of all other articles equivalent to the percentage of completion thereof as determined by the Company’s normal cost accounting methods. Buyer will also pay the full unamortized costs of materials, dies, tools, patterns, and fixtures made or contracted specifically for Buyer’s order.

In determining the amount payable, the Company may take into account any scrap or residual value of materials, components or work-in-process, as determined by the Company in its sole discretion, and credit such value against the amounts owed by Buyer.

(c) Materials, disposition and costs. Invoices for all cancellation charges are payable promptly upon presentation. If, within sixty (60) days from the presentation of such invoice, Buyer does not instruct the Company as to the disposition of the material, work-in-process, and other items arising from the cancellation, the Company may sell the same, crediting Buyer for the net proceeds. Buyer will also pay the reasonable costs and expenses incurred by the Company in making a settlement hereunder and in protecting property in which Buyer has an interest. The Company will defer manufacture or delivery of any articles only if and to the extent agreed to in writing.

8. DEFAULTS

If Buyer fails to pay promptly when due any sum owing to the Company, or fails to perform any agreement under this order or under any other order previously or subsequently placed with the Company, or if Buyer shall be adjudicated bankrupt or insolvent, make an assignment for the benefit of creditors, or if there shall be instituted by or against Buyer any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction, or for the appointment of a receiver or trustee in respect of any of Buyer’s property (and, if any such proceeding shall be instituted against Buyer, it shall not be dismissed within twenty (20) days), or if the Company reasonably believes that Buyer is unable to meet its debts as they mature, then, in any such event, the Company may, in addition to exercising any or all other rights that it may have:

(i) require payment of cash upon delivery for any future shipments; and/or

(ii) upon written notice to Buyer at any time, terminate all of the Company’s obligations under any one or more of such orders.

Upon termination pursuant to this Section 8, Buyer shall become obligated to pay the same amounts in respect of each such order as if such order had been cancelled by Buyer with the Company’s consent and settlement had been made on the basis set forth in Section 7 of these Terms.

9. WARRANTIES

Subject to the limitations set forth in Section 10 below, the Company warrants all products to be free from defects in material and workmanship under normal operating conditions and proper application in accordance with the current manufacturer’s specifications for operation, as specified below:

(a) All supplied system components, including panels, door modules and other accessories, shall be warranted as follows:

(i) RealWall system: for a period of three (3) years from the date of shipment;

(ii) LiteBarrier system and FireblockWall system: for a period of two (2) years from the date of shipment;

(iii) StackBarrier system: for a period of one (1) year from the date of shipment.

10. LIMITATIONS ON WARRANTY

(a) The warranties set forth in Section 9 are expressly in lieu of any other warranties, express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose.

(b) The Company’s liability for defective Goods is limited in all circumstances to, at the Company’s option, (i) delivery of replacement Goods or (ii) crediting or refunding to Buyer the invoice value of the defective Goods. Buyer shall accept such remedy as the Company shall offer as fulfilling the Company’s obligations under these Terms or any contract between the Company and Buyer.

(c) The Company’s liability under these warranty terms applies only to defects appearing before Buyer makes any modification or alteration to the Goods and while the Goods are being properly used or stored. Without limitation, the Company shall not be liable for defects arising from normal deterioration, or from improper or faulty handling, storage, installation, operation, or processing of the Goods by Buyer or any third party.

(d) If Buyer or any of its agents grants any warranty greater in scope, time period, or labor allowance than that set forth herein, the Company shall not be liable beyond the limitations stated in these Terms. Equipment and accessories not of the Company’s manufacture are warranted only to the extent of the warranty of the original manufacturer. Copies of such warranties will be furnished upon request.

(e) The Company’s warranty is extended to Buyer and is transferable only to customers of Buyer who have an accepted purchase order or other written contract with Buyer covering the Goods.

(f) No products shall be returned without prior written authorization from the Company. Buyer must notify the Company of its desire to return products within ninety (90) days of receipt of the order. Buyer shall arrange and prepay all transportation charges for the return of such products to the Company’s factory or factory service center. Buyer shall pay a ten percent (10%) restocking fee. Buyer must follow the Company’s Returns Process Guide to ensure safe transportation of goods back to the Company. Product received back in “like new” condition will result in credit to Buyer. The Company will not accept any charges for labor and/or parts incidental to the removal and reinstallation of products repaired or replaced under this warranty.

(g) The above warranties do not cover conditions over which the Company has no control, including, without limitation, incidental service damages, damages from handling the product, products damaged or subjected to accident, abuse or misuse after shipment, or products altered or repaired by anyone other than Company personnel or persons designated in writing by the Company prior to commencement of such work.

(h) Examples of damages or items which are not attributable to defects in materials and/or workmanship and which are not covered under the warranties include, but are not limited to:

(i) Damages due to damage or deterioration during periods of storage by the purchaser prior to installation and operation;

(ii) Damage of any kind from the construction and/or operating environment during use as a partition or separation wall, including damage from impact, abrasions, punctures or other events that may affect the cosmetic or structural condition of the Goods;

(iii) Damages resulting from improper installation of the Goods or failure of the surrounding building, structure, interiors or equipment, whether from natural or other causes;

(iv) Damage attributable to accident, abuse, or neglect;

(v) Operating the Goods in environments beyond the recommended temperatures, pressures, or other specified operating conditions;

(vi) Use of the Goods in a manner or for a purpose for which they were not designed or intended;

(vii) Repairs or modifications to the Goods by unauthorized personnel;

(viii) Misalignment or improper assembly of the system components or assembly of the system in a manner that exceeds the prescribed limitations.

11. LIMITATION OF LIABILITY

(a) The Company shall not be responsible for, and Buyer shall have no right to make any claim for, damage to any property other than the Goods themselves. The Company shall in no event be responsible for any costs incurred in the determination of the causes of damage to any property or for any expert opinions relating thereto.

(b) No special, incidental, consequential, punitive, or other indirect damages shall be recoverable by Buyer. Without limitation, the Company shall not be liable for consequential damages or contingent liabilities including, but not limited to, loss of life, personal injury, loss due to fire or water damage, loss of business income, downtime, costs, or trade or other commercial loss arising out of or related to the failure or use of the Goods. The Company will in no event be liable for any sum in excess of the price received by it for the product for which liability is claimed.

(c) Where the Company undertakes to carry out work or provide services of any kind on premises other than its own, it shall be under no liability whatsoever for any loss or damage occasioned to Buyer, its contractors, servants, employees, invitees or others arising from any cause connected in any way with the execution of such work or the provision of such services, and Buyer shall indemnify and hold harmless the Company against any claim by third parties under any statute or at common law in connection therewith.

(d) The Company shall not be liable or responsible for, and Buyer shall have no right to make any claim for, damage that occurs as a result of Buyer’s personnel having improper or no education, training, experience or instruction regarding the installation and use of the Goods, or as a result of the Goods being improperly installed or operated.

(e) To the fullest extent permitted by law, Buyer agrees to indemnify, hold harmless and defend the Company and its agents, employees, representatives, officers, directors, stockholders, members, managers, and parent, subsidiary and affiliated companies (the “Indemnified Parties”) from and against any and all claims, damages, losses and expenses (collectively, “Losses”), including but not limited to attorney’s fees, arising out of or resulting from any of the circumstances or events listed in Sections 11(c)–(d) above, to the extent caused in whole or in part by the negligent acts or omissions of Buyer, anyone directly or indirectly employed by Buyer, or anyone for whose acts Buyer may be liable, regardless of whether such Loss is caused in part by an Indemnified Party. This indemnification obligation shall not be construed to negate, abridge, or reduce any other rights or obligations of indemnity that would otherwise exist as to any Indemnified Party.

(f) Buyer shall also indemnify and keep indemnified the Company against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of: (i) defects in the Goods to the extent occasioned or contributed to by any act or omission of Buyer, its servants, agents, or persons under its control; or (ii) any claim by any third party of infringement of any intellectual property rights of such third party arising from the use, modification, or adaptation of the Goods or incorporation of the Goods into other products by Buyer.

(g) If Buyer becomes aware that any third party has made or appears likely to make any claim regarding the Goods (including, without limitation, regarding product defects or rights allegedly infringed by the Goods), then Buyer shall immediately inform the Company in writing and afford to the Company all assistance that the Company may reasonably require to enforce its rights and defend such claim.

(h) The Goods are supplied strictly on the basis that Buyer has satisfied itself as to their suitability for Buyer’s intended purpose. Buyer acknowledges that all technical details and information issued to Buyer by the Company are approximate and that the Company accepts no liability whatsoever arising therefrom.

(i) The Company’s maximum aggregate liability to Buyer for the breach of any and all terms, conditions, representations, covenants, obligations or other provisions of these Terms or any related contract will not, individually or in the aggregate, exceed one hundred percent (100%) of the quoted and/or acknowledged price of the Goods giving rise to the claim. Excluded from the foregoing limitation on the Company’s liability is the Company’s obligation, if any, to repair or replace defects in the Goods pursuant to Section 10 above.

12. INFORMATION AND INSTRUCTIONS

Written information and instructions are available from the Company concerning the Goods, their use, and their installation in accordance with the Company’s instructions. By accepting these Terms and taking delivery of the Goods, Buyer represents and warrants that it understands all technical specifications regarding the Goods, their operation and installation. If Buyer does not possess such information or instructions, it shall immediately obtain them from the Company.

13. INTELLECTUAL PROPERTY

All patents, trademarks, trade names, copyrights, topography rights, whether registered or unregistered, in or relating to the Goods or their design, are and shall remain the sole and absolute property of the Company. The trademarks, service marks, trade names, trade dress and copyrights associated with the Company and the Goods are the property of the Company or its content suppliers and are protected by United States and international laws. The purchase, use, and design of the Goods in no way grants Buyer any license or right to use or reproduce any design, trademark, service mark, trade name, logo, copyright, or trade dress used by the Company or associated with the Goods without the prior written permission of the Company.

14. NO WAIVER

The Company’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege, or the Company’s waiver of any breach hereunder, shall not constitute a waiver of any other terms, conditions, privileges or rights, whether of the same or similar type. No waiver of the Company’s rights under these Terms or any contract with Buyer shall be effective unless in writing and signed by a director or officer of the Company. Any waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of the Company’s rights in relation to different circumstances or the recurrence of similar circumstances.

15. CHOICE OF LAW AND JURISDICTION

Unless otherwise provided in writing by the Company, all purchases by Buyer from the Company and the performance of the parties hereunder are in all respects (including, but not limited to, matters of interpretation, validity, performance, breach, and the consequences of breach) governed by and construed in accordance with the internal substantive laws of the State of Maine, excluding, and without regard to, its or any other jurisdiction’s rules concerning conflicts of laws, as amended and now in effect.

The state and federal courts located in the State of Maine shall have exclusive jurisdiction and venue in respect of any action, proceeding or dispute directly or indirectly arising out of or related to the performance, breach, enforcement or interpretation of these Terms, and Buyer irrevocably submits to such jurisdiction and venue.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING OR HEARING ON ANY MATTER WHATSOEVER ARISING UNDER, RELATING TO, OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16. SEVERABILITY

The sections and provisions of these Terms are severable. In the event that any section or portion of these Terms shall be declared illegal, invalid or unenforceable in any jurisdiction, the remainder of the Terms shall remain in full force and effect and shall be binding on Buyer and the Company, and such illegal, invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it legal, valid and enforceable while preserving, to the fullest extent possible, the original intent of the parties.