Legal
WDRACKS.COM TERMS OF SALE
WDRACKS.COM is a holding of Warehouse Design Consultants LLC
Last Modified : July 28, 2026
These terms and conditions and any update therein apply to any sales from Warehouse Design Consultants LLC(wdracks.com) to Customer and any quotation or proposal made by Warehouse Design Consultants LLC(wdracks.com) to Customer. Any different or additional terms in any documents from Customer are objected to and rejected, are deemed to materially alter these terms, and will not become part of any contract.
If Warehouse Design Consultants LLC(wdracks.com) provides installation services for (including without limitation) racks, conveyors, stacker cranes or other non-rack goods, Warehouse Design Consultants LLC(wdracks.com)' separate Additional Terms and Conditions for Installation are also incorporated herein.
1. Purchase Price and Payment Terms
2. Taxes
3. Delivery; Force Majeure
b. Warehouse Design Consultants LLC (wdracks.com) will not be liable for any delay in performing or for partial or complete failure to perform hereunder if such delay or failure is due to fire, flood, explosion, Act of God, force majeure, accident, war, intervention of governmental authorities, strikes, labor disputes, material shortages, transportation delays, any act or omission of Customer, its agents or employees or any party retained by, through or under any of them, or any other cause similar or dissimilar which is beyond Warehouse Design Consultants LLC (wdracks.com)'s reasonable control.
4. Change Orders
b. If changes in the work, conditions not reasonably foreseeable, force majeure events described above, or any act or omission of Customer, its agents or employees or any party retained by, through or under any of them, cause an increase in the cost or time required for performance, the Purchase Price and schedule shall be equitably adjusted.
5. Acceptances
(i) placing an order or otherwise accepting Warehouse Design Consultants LLC(wdracks.com)'s quotation;
(ii) not promptly objecting in writing to Warehouse Design Consultants LLC(wdracks.com)'s acknowledgment terms and conditions received by Purchaser after placing an order;
(iii) instructing or requesting Warehouse Design Consultants LLC(wdracks.com) to begin work on or to ship any of the Goods after receipt of Warehouse Design Consultants LLC(wdracks.com)'s quotation or acknowledgment; or
(iv) or accepting or paying for all or any part of the Goods. Design, specifications, material and finish are subject to change without notice. Unless otherwise specified by Warehouse Design Consultants LLC(wdracks.com) in writing, prices quoted are valid for 30 days and are subject to change without notice thereafter. All orders require a written purchase order. Upon such acceptance, payment of any unpaid balance of the purchase price will be due. Payment in full shall also constitute acceptance and waiver of all claims other than claims relating to warranty or liens.
6. Held Orders
7. Delays
Warehouse Design Consultants LLC(wdracks.com) shall not be liable for any damage to or loss of the Goods or any delay in or failure to deliver or replace the Goods arising from shortage of raw materials failure of suppliers to make timely delivery, labor difficulties of any kind, fire, windstorm, flood, theft, war, embargoes, governmental acts or rulings, loss or damage or delays in carriage, acts of God, or any other circumstances reasonably beyond Warehouse Design Consultants LLC(wdracks.com)'s control. Goods stored at the request of the Purchaser or because Purchaser refuses or delays shipment shall be at the risk and expense of Purchaser.Any delivery date for the Goods acknowledged by Warehouse Design Consultants LLC(wdracks.com) is a desired and not promised date. Warehouse Design Consultants LLC(wdracks.com) will make all reasonable efforts to meet the delivery schedule set forth in the order but shall not be liable for failure to do so.
Warehouse Design Consultants LLC(wdracks.com) shall not be liable for any damage to or loss of the Goods or any delay in or failure to deliver or replace the Goods arising from shortage of raw materials failure of suppliers to make timely delivery, labor difficulties of any kind, fire, windstorm, flood, theft, war, embargoes, governmental acts or rulings, loss or damage or delays in carriage, acts of God, or any other circumstances reasonably beyond Warehouse Design Consultants LLC(wdracks.com)'s control. Goods stored at the request of the Purchaser or because Purchaser refuses or delays shipment shall be at the risk and expense of Purchaser.
8. Cancellations, Returns
9. Confidential Engineering Data
b. All specifications and dimensions of proposal drawings are approximate, and are subject to changes during detailed engineering. Weights are approximate. Purchased materials and components referred to by trade-names or by manufacturer may be interchanged at the option of Warehouse Design Consultants LLC(wdracks.com) with other materials and components of at least equal quality and value. After an order from Customer is received by Warehouse Design Consultants LLC(wdracks.com), Warehouse Design Consultants LLC(wdracks.com) will submit layout drawings, if required, to Customer who will check and verify them in the field in writing with reasonable promptness.
c. All molds, dies, tools, special fixtures, jigs, patterns, plates and models used by Warehouse Design Consultants LLC(wdracks.com) in manufacture or installation are and remain the property of Warehouse Design Consultants LLC(wdracks.com).
10. Warranty
b.The warranty will not apply to the Goods if, in the reasonable judgment of Warehouse Design Consultants LLC(wdracks.com), it is altered or replaced by non-Warehouse Design Consultants LLC(wdracks.com) personnel, combined with non-Warehouse Design Consultants LLC(wdracks.com) equipment, or subjected to misuse (such as, but not limited to, overloading, exposure to corrosive or abrasive substances or abnormal dampness), neglect, accident, inadequate maintenance, or a use not in accord with instructions furnished by Warehouse Design Consultants LLC(wdracks.com), and the warranty will not apply to any part of the Goods which has been furnished by Customer. (The warranty applicable to components purchased by Warehouse Design Consultants LLC(wdracks.com). will be limited to the warranty given by Warehouse Design Consultants LLC(wdracks.com)'s supplier in each instance, and will not exceed the warranty stated herein).
c.During the applicable warranty period, Warehouse Design Consultants LLC(wdracks.com) will repair or replace any defective parts covered under the warranty, only if Warehouse Design Consultants LLC(wdracks.com) is given written notice specifying the particular defect within 15 days after the date that such defects were discovered or should have been discovered (and in any event not more than 15 days after the last day of the warranty period stated above), and Warehouse Design Consultants LLC(wdracks.com)'s examination confirms the claim to its satisfaction. Warranty service is provided only on a return basis to Warehouse Design Consultants LLC(wdracks.com)'s plant. Return freight to Warehouse Design Consultants LLC(wdracks.com) must be paid by Customer; delivery of repair or replacement parts will be paid by Warehouse Design Consultants LLC(wdracks.com). No Goods or component may be returned to Warehouse Design Consultants LLC(wdracks.com) without prior return authorization, and the return package must prominently bear an RMA# provided by Warehouse Design Consultants LLC(wdracks.com), or the return may be refused and returned by Warehouse Design Consultants LLC(wdracks.com). All cost of removal and installation or reinstallation of parts, whether or not defective, including installation of replacement parts furnished by Warehouse Design Consultants LLC(wdracks.com), will be paid for by Customer. Repaired or replaced parts are individually warranted only for the balance of the agreed upon warranty.
d. This warranty does not cover preventive maintenance or inspection; these services may be provided as part of a separate maintenance contract or on a fee basis.
e. Warehouse Design Consultants LLC(wdracks.com) reserves the right to make changes in its own equipment and designs at any time, without incurring any obligation to make the same or similar changes to Goods sold to Customer.
11 DISCLAIMERS OF OTHER WARRANTIES
12. LIMITATION OF LIABILITY
CUSTOMER AGREES THAT IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF LEGAL ACTION OR THE THEORY OF RECOVERY, WILL WAREHOUSE DESIGN CONSULTANTS LLC(WDRACKS.COM) OR ITS SUBCONTRACTORS OR AFFILIATES BE LIABLE FOR (I) CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY OTHER PROPERTY, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS OR CLAIMS OF CUSTOMER'S CLIENTS FOR SUCH DAMAGES, NOR (II) ANY LOSSES OR DAMAGES UNDER ANY CLAIM OF ANY KIND IN EXCESS OF THE NET PURCHASE PRICE ACTUALLY PAID TO WAREHOUSE DESIGN CONSULTANTS LLC(WDRACKS.COM) FOR THE GOODS WHICH GIVES RISE TO THE CLAIM. ALL SUCH LIABILITY WILL TERMINATE THREE (3) YEARS AFTER SUBSTANTIAL COMPLETION OF WORK UNDER THIS AGREEMENT.
13. Risk of Loss; Insurance Coverage
14. Compliance With Government or Industry Codes
15. Equal Opportunity
16. Liens; Security Interest
b. Customer grants Warehouse Design Consultants LLC(wdracks.com) a security interest in any and all Goods purchased hereunder, until the purchase price is fully paid, and upon request will sign a financing statement evidencing the security interest.
17. Termination; Cancellation
b. If Customer cancels or repudiates this Agreement in whole or in part except as permitted hereunder, Warehouse Design Consultants LLC(wdracks.com) shall, in addition to those remedies provided under applicable law including but not limited to the Uniform Commercial Code, be entitled to recover from Customer (1) the portion of the purchase price chargeable for work completed in manufacturing or installing the Goods as of the date of termination (2) any direct liabilities, obligations, damages, and/or claims incurred by Warehouse Design Consultants LLC(wdracks.com) in performing under this Agreement and (3) gross profit on the terminated portion of the order, equal to not less than fifteen percent (15%) of the unpaid portion of the purchase price.
c.Nothing herein shall be construed to waive, limit or otherwise deprive Warehouse Design Consultants LLC(wdracks.com) of any remedy available at law or in equity for Customer's cancellation or repudiation of this Agreement.
d. Customer shall not have the right to reject specified, approved and delivered Goods unless that Goods is proven defective.
18. Costs of Collection; Indemnification
b.Certain liabilities are allocated to Customer as follows. Customer agrees to indemnify, defend and hold harmless Warehouse Design Consultants LLC(wdracks.com), its affiliates, successors and assigns from and against any liabilities, claims, demands, damages, losses and expenses (including attorney's fees) arising from any act or omission of Customer or its employees or agents or any party under Customer's direction or anyone acting on behalf of Customer; this includes (without limitation) personal injury or death to any person (whether an employee of Customer or any other person) and damage to any property. Warehouse Design Consultants LLC(wdracks.com) does not indemnify Customer.
19. General; Assignment; Entire Agreement; Waiver; Interpretation
b.Customer acknowledges that these terms and conditions, and Warehouse Design Consultants LLC(wdracks.com)'s proposal if any, constitute the entire agreement between Warehouse Design Consultants LLC(wdracks.com) and Customer and supersede any prior agreements and representations. Customer acknowledges and agrees that any prior or contemporaneous promises, agreements, or representations, whether oral or written, or created through custom, usage, or course of dealing are also superseded by these terms and conditions. No waiver of any of these terms and conditions will be valid unless in writing and signed by an authorized representative of Warehouse Design Consultants LLC(wdracks.com). Waiver of any breach or default will not be deemed a waiver of any subsequent breach or default. Delivery of these terms and conditions constitutes either an offer or an acceptance by Warehouse Design Consultants LLC(wdracks.com). If these terms and conditions constitute an offer by Warehouse Design Consultants LLC(wdracks.com), Customer's acceptance shall be limited to these terms and conditions. If Customer has made an offer and if these terms contain different or additional terms or conditions than the terms or conditions of Customer's offer, then any acceptance of Customer's offer by Warehouse Design Consultants LLC(wdracks.com) is expressly made conditional on assent by Customer to the additional or different terms or conditions hereof. Customer shall be bound by these terms and conditions. Any terms and conditions which are not enforceable are deemed severed only to the extent of such non-enforceability.
20. Notice
21. Governing Law and Jurisdiction
22. Changes
ADDITIONAL TERMS AND CONDITIONS FOR INSTALLATION
In addition to the General Terms and Conditions of Warehouse Design Consultants LLC(wdracks.com), these terms and conditions also apply to any installation services provided by Warehouse Design Consultants LLC(wdracks.com) to Customer and any related quotation or proposal by Warehouse Design Consultants LLC(wdracks.com). Any different or additional terms in any documents from Customer are objected to and rejected, are deemed to materially alter these terms, and will not become part of any contract.
2. Installation; Customer Responsibilities
Customer agrees to prepare site and provide utilities and other support as reasonably required by Warehouse Design Consultants LLC(wdracks.com) for installation and testing, and to perform the following:
a. Floor. Floor shall be concrete or other sound material acceptable to Warehouse Design Consultants LLC(wdracks.com) and shall be flat and even (less than 1/4″ elevation variation over ten linear feet in any direction). Any costs incurred for drilling anchor holes as a result of interference with reinforcing rods, mesh or other materials due to hard anchor receiving materials shall be reimbursed by Customer. (Warehouse Design Consultants LLC(wdracks.com) has designed the rack column base plates and their anchorage to the floor slab based on a 28-day concrete compressive strength (f'c) of 3000 psi (or other value if specified). The base plates have been sized such that the calculated bearing load, or stress, on the concrete floor slab is less than the maximum bearing strength permitted by the Building Code Requirements for Structural Concrete (ACI 318-95). Warehouse Design Consultants LLC(wdracks.com) is not responsible for the design of the floor slab and sub-soil system).b. Dry, Clean. Maintain the site in a dry condition and free of obstructions or debris other than those caused by Warehouse Design Consultants LLC(wdracks.com). Provide a trash container located not more than 100 feet from the installation area. (Warehouse Design Consultants LLC(wdracks.com) will clean up debris it causes).c. Utilities. Provide water, light, electric current and wiring, compressed air and heat as may be required to install, test and operate Goods. Provide a constant source of electrical supply, at least 100 feet of extension cord per power tool required, and adequate outlets within the 100 foot perimeter. Provide sanitary facilities and fire protection equipment.d. Security and Storage. Provide adequate and secure covered storage facilities for Warehouse Design Consultants LLC(wdracks.com)'s tools and equipment immediately adjacent to construction area, as well as for material shipped to site before or during installation. Provide a security fence restricting access to site. If reasonably required, employ a security guard. Provide first aid equipment required by OSHA.e. Free and clear access; unloading. Provide sufficient laydown, staging and assembly areas immediately adjacent to construction area. Provide sufficient free and clear access roads, deck areas and aisles. Provide lift equipment on a continuous basis throughout the installation time for lifting and transporting the Goods.f. Permits. Apply for and obtain prior to commencement of installation by Warehouse Design Consultants LLC(wdracks.com) all building, erection or related permits, licenses, inspections and surveys necessary for installation of Goods in accordance with all regulations.g. Coordination. Coordinate the activities of Customer subcontractors with Warehouse Design Consultants LLC(wdracks.com) to prevent interference with Warehouse Design Consultants LLC(wdracks.com)'s work.If any of Customer's responsibilities are not satisfied, then Warehouse Design Consultants LLC(wdracks.com) may in its discretion have the installation crew, at the expense of Customer, perform any work appropriate to meet the required conditions, or may alternatively halt and delay the work and may have the crew leave the site and return when conditions are satisfied. All extra costs including demurrage charges incurred by Warehouse Design Consultants LLC(wdracks.com) as a result shall be paid by Customer.
3. Commissioning and Testing
Warehouse Design Consultants LLC(wdracks.com) will commission the Goods by performing all final adjustments and testing of the installed Goods required to establish that the Goods performs in accordance with the terms of the Proposal. Upon notice that the commissioning has been completed, Customer may conduct testing prior to accepting the system, but only with Warehouse Design Consultants LLC(wdracks.com)'s designated representative present. Customer will promptly notify Warehouse Design Consultants LLC(wdracks.com) in writing of any deficiency in the Goods' performance relative to the Proposal. Customer will not use the Goods prior to acceptance.
4. Partial Utilization
Customer may use finished parts of the Goods before substantial completion of the entire Goods, only if Customer and Warehouse Design Consultants LLC(wdracks.com) agree in writing that it is a separately functioning and usable part of the Goods that can be used by Customer without significant interference with Warehouse Design Consultants LLC(wdracks.com)'s performance with the remainder of the installation. If Customer desires to use any such part of the Goods, Customer shall submit a written request to Warehouse Design Consultants LLC(wdracks.com) describing the proposed use and certifying that in Customer's opinion such part of the Goods is substantially complete and can be used without significant interference; Customer will not make such partial usage without Warehouse Design Consultants LLC(wdracks.com)'s written consent. Customer will not make such partial usage without proper permitting approvals. Such partial usage will constitute acceptance of such portion of the Goods.
5. Insurance
a. Warehouse Design Consultants LLC(wdracks.com) carries prudent levels of general liability, automobile liability and workers compensation insurance. Customer carries prudent levels of general liability, automobile liability and workers compensation insurance. Customer will name Warehouse Design Consultants LLC(wdracks.com) as additional insured on liability policies and, upon request, provide a certificate of insurance.b. Each party retains the right to be represented, at its sole option and expense, by attorneys of its own selection in connection with any claims or legal proceedings covered hereunder. The exercise of this right to select its own attorneys will not detract from the other party's obligation to procure insurance.
6. Price
Any proposal price is based on utilizing local non-union labor, working an eight hour shift Monday through Friday. Unless otherwise stated in a final proposal by Warehouse Design Consultants LLC(wdracks.com), none of the following have been included in the purchase price: (a) wages for overtime or holiday work, (b) extra expenses due to importing labor, (c) wages due to overtime demanded by a labor union as a condition of employment, or (d) increases in union wage rates at the time of installation above such rates in effect as of the date of the contract between Customer and Warehouse Design Consultants LLC(wdracks.com). If Warehouse Design Consultants LLC(wdracks.com). experiences increases in costs thereby, Customer will reimburse Warehouse Design Consultants LLC(wdracks.com). for the amount of such increase in cost plus fifteen percent (15%) of such amount to provide for additional insurance, taxes, handling, profit and miscellaneous charges.