Terms and Conditions of Sale: Products


This Purchase Order Agreement (“Agreement”) is a binding contract and applies to Customer’s purchase of products from Bulletproof Solutions, a division of Gaming Laboratories International, and/or any of its affiliates (“Bulletproof”) (each a “Party” and collectively the “Parties”).


By making a purchase from or placing an order with Bulletproof, Customer agrees to be bound by and accepts these terms and conditions. No additional or different terms or conditions in any form delivered by Customer to Bulletproof apply; such additional or different terms are hereby deemed to be material alterations and notice of objection to and rejection of such terms is hereby given by Bulletproof; provided, however, that in the event Customer and Bulletproof have agreed to a separate contract for the resale of products by Bulletproof to Customer, in which case such separate, fully-executed written contract between the parties or clickthrough contract provided by Bulletproof and accepted by Customer will govern.


Orders placed by Customer are not binding until accepted by Bulletproof. This Agreement is subject to change without prior notice; however, the version of this Agreement attached to the Purchase Order at the time that Customer placed an order will govern such order unless otherwise agreed in writing by Bulletproof and Customer.

  1. Definitions
    1.1. “Agreement” has the meaning ascribed to it in the Preamble.
    1.2. “Bulletproof” has the meaning ascribed to it in the Preamble.
    1.3. “Customer” means the entity or natural person named on the Purchase Order that is ordering and/or purchasing Products from Bulletproof.
    1.4. “Products” means products and services that Bulletproof resells from Vendors including but not limited to hardware, software, subscription services, updates, bug fixes, maintenance services, support services, warranty services and professional services.
    1.5. “Purchase Order” means the form describing Customer, the Products they are ordering and/or purchasing, and other commercial details regarding this transaction to which this Agreement is attached.
    1.6. “Terms of Use” means the terms and conditions or agreement between the Vendor and Customer applicable to Customer’s use, subscription and/or receipt of the Product which may be in the form of an end user license agreement, terms of use or a separate negotiated agreement between Customer and the Vendor.
    1.7. “Vendor” means the manufacturer, distributor, licensor or provider of the Product which is resold by Bulletproof, as the case may be.
  2. Reseller Only. Customer acknowledges and agrees that: (a) the Products purchased by Customer are resold by Bulletproof for Customer’s internal use only (unless otherwise stated in the Terms of Use); and (b) Bulletproof is a reseller, and not the Vendor, of the Products. In purchasing the Products, Customer is relying solely on the Vendor’s specifications only and is not relying on any statements or documents that may be provided by Bulletproof.
  3. Terms of Use
    3.1. All Products provided to Customer are subject to the applicable Terms of Use. Bulletproof is not a party to the Terms of Use between Customer and Vendor, and Customer agrees to look solely to the Vendor for satisfaction of any and all license, warranties, indemnification and/or support claims or obligations related to that Vendor’s Product.
    3.2. Customer agrees to abide by the Terms of Use and will defend, indemnify and hold Bulletproof harmless from any third-party claim related to Customer’s failure to abide by the Terms of Use.
    3.3. Some Terms of Use may provide for automatic renewal of certain Product subscriptions. To the extent such automatic renewal terms exist in respect of a Product, Customer is responsible for any notice requirements related to such automatic renewals.
  4. Warranty Disclaimer
    4.1. Bulletproof warrants that it has the proper authority to resell the Products sold hereunder. If applicable and permitted by the Vendor, Bulletproof will pass through to Customer any warranties provided to Bulletproof by the Vendor for a Product. This limited obligation to pass through warranties provided by the Vendor to Customer is Customer’s sole remedy and Bulletproof’s sole obligation in connection with representations, warranties and conditions related to Products.
    4.2. EXCEPT AS EXPRESSLY SET FORTH HEREIN, BULLETPROOF MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS IN CONNECTION WITH THE PRODUCTS WHETHER EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. PRODUCTS MANUFACTURED, PUBLISHED OR PROVIDED BY THIRD PARTIES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY BY BULLETPROOF SOLUTIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS DISCLAIMER DOES NOT AFFECT ANY WARRANTY PROVIDED BY THE VENDOR.
    4.3. Customer acknowledges that no employee of Bulletproof is authorized to make any representation or warranty on behalf of Bulletproof that is not in this Agreement.
    4.4. Although Vendor services and support are considered “Product” and Customer may purchase such services through Bulletproof, Bulletproof is not obligated to provide the services or support. Bulletproof accepts no liability for any claims arising out of any act or omission, including negligence, by Customer’s Vendor service provider, or due to a lapse of Customer’s Vendor services and support, and any amounts associated with third-party services, including but not limited to taxes, will be collected solely in our capacity as an independent reseller of such Product.
  5. No Indemnification by Bulletproof.
    5.1. To the extent that a Vendor provides indemnities to Bulletproof, including but not limited to, indemnification against liability for infringement of a third party’s proprietary rights, and to the extent that such Vendor permits the transfer of such indemnities to Customer, Bulletproof will pass such indemnities through to Customer.
    5.2. Bulletproof does not directly provide any indemnities in connection with the Products. Further, Customer expressly waives any claim that it may have or allege to have against Bulletproof based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property right with respect to any Product and also waives any right to indemnification from Bulletproof against any such claim made against Customer by a third party.
  6. Limitation of Liability
    6.1. IN NO EVENT SHALL BULLETPROOF SOLUTIONS BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES. BULLETPROOF SOLUTIONS SHALL HAVE NO LIABILITY FOR THE FOLLOWING: (I) LOSSES OF REVENUE, INCOME, PROFIT OR SAVINGS; (II) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS OR NETWORK(S, OR THE RECOVERY OF SUCH; (III) LOSS OF BUSINESS OPPORTUNITY; (IV) BUSINESS INTERRUPTION OR DOWNTIME; (V) CYBERSECURITY BREACHES (VI) LOSS OF GOODWILL OR REPUTATION; OR (VII) PRODUCTS NOT BEING AVAILABLE FOR USE OR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER GOODS.
    6.2. In no event shall (i) any claim for breach of warranty under this Agreement be brought later than the six (6) month anniversary of the date that the Purchase Order incorporated in this Agreement was issued, or (ii) Bulletproof’s total and aggregate liability for any loss, damage, cost or expense suffered or incurred by Customer arising out of or in connection with Customer’s order or purchase of Products, Bulletproof’s supply of products, or this Agreement exceed the lesser of (a) the dollar amount paid by Customer for the Product giving rise to the claim in the twelve (12) month period immediately preceding such claim or (b) $100,00.00.
    6.3. The foregoing limitations, exclusions and disclaimers shall apply to any and all claims, regardless of whether the alleged or actual damages were foreseeable or a claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise. Insofar as applicable law prohibits any limitation on liability herein, the Parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law.
  7. Delivery, Title, and Risk of Loss
    7.1. Bulletproof will arrange for shipping with the applicable carrier and include shipping costs separately on its invoice to Customer. Bulletproof will not be liable for handling, tariffs, duties or customs charges for shipments.
    7.2. Delivery times are estimates only. Bulletproof will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages or outages due to delays or the failure to meet a stated delivery schedule.
    7.3. Bulletproof reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel other installments. Product will be delivered to Customer FOB Destination (Customer’s designated facility), freight prepaid and added.
    7.4. Title and risk of loss for shipment of tangible Product shall pass to Customer when Product is delivered to Customer’s designated facility. If Customer provides Bulletproof with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for Bulletproof, title to Products and risk of loss or damage during shipment pass from Bulletproof to Customer upon delivery to the carrier (F.O.B. Origin, freight collect).
    7.5. Notwithstanding anything to the contrary in this section, title to software Product remains with the applicable licensor(s), and software delivery occurs when it is first made available by the licensor or to Bulletproof for Customer’s use. Customer’s use rights and obligations related to the software are contained in the license agreement and any applicable Terms of Use.
  8. Payment
    8.1. Customer agrees to pay the total purchase price for the Products plus shipping and other costs identified on the Purchase Order and on the invoice(s) delivered from time to time by Bulletproof. Bulletproof may invoice Customer separately for partial shipments and shipping expenses.
    8.2. Customer must provide appropriate credit references upon request and authorize Bulletproof to obtain credit history from such references.
    8.3. Customer shall pay Bulletproof invoices within thirty (30) days after the invoice date. If invoices are not timely paid in full, Customer shall also pay Bulletproof a late charge equal to one and one-half percent (1.5%) of the outstanding balance, which shall accrue on any outstanding balance that remains unpaid after the expiration of a 30-day period until all amounts due are paid. In the event payments are not received in accordance with Bulletproof’s approved terms of payment, Bulletproof may suspend or terminate the provision of Products (including subscriptions) upon notice to the Customer.
    8.4. Customer will pay any applicable sales, use, goods and services, transaction, excise or similar taxes, tariffs, and any federal, provincial, local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with the Products. Customer must claim any exemption from such taxes, fees, tariffs or charges at the time of purchase and provide Bulletproof Solutions with the necessary supporting documentation.
    8.5. Bulletproof reserves the right to make adjustments to pricing for reasons including, but not limited to, changing market conditions, currency fluctuation, product discontinuation, product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Product availability. Therefore, Bulletproof cannot guarantee that it will be able to fulfill Customer’s orders.
    8.6. In the event of a payment default, Customer will be responsible for all of Bulletproof Solutions’ costs of collection, including, but not limited to, court costs, filing fees and lawyers’ fees.
  9. Returns
    9.1. Policy
    9.1.1. Approvals for unused, unopened returns are subject to Vendor return policies and guidelines and Bulletproof’s ability to return Product to its Vendors.
    9.1.1.1. Such Products must be complete and in the original packaging, with no visible damage.
    9.1.1.2. Bulletproof will work with Vendor to facilitate returns for the Customer.
    9.1.1.3. Bulletproof will not be responsible for any Vendor’s refusal to accept the return of any Product for any reason.
    9.1.2. If the Product is not returnable under manufacturer guidelines, Bulletproof will make a commercially reasonable effort to repair or replace the Product through the Vendor’s warranty.
    9.1.3. If customer is authorized to return Product, Bulletproof will assist in its replacement or grant Customer a credit against future purchases in an amount equal to the original purchase price and freight paid for the Product less any applicable restocking fees.
    9.1.3.1. At Bulletproof’s discretion, restocking fees may be charged for items which do not qualify for return under this policy.
    9.1.4. Except in the event of a Bulletproof or Vendor error, Customer will be responsible for shipping charges associated with any Products being shipped for return, exchange or replacement, unless otherwise agreed by Bulletproof.
    9.1.5. Returns are also subject to the rights of return processes below. If Customer fails to return Product within the applicable return policy period or if the Product does not meet the rights of return and processes under this return policy, the Product is considered accepted by Customer and not returnable
    9.2. Permitted Product Returns
    9.2.1. Hardware: If permitted by the Vendor’s return policy, hardware, accessories, peripherals and parts may be returned if: (a) the packaging is unopened and still in the Vendor’s sealed package, and (b) returned within thirty (30) days from the date of ship date.
    9.2.2. Software: Software may be returned if permitted by the Vendor’s return policy. If the Vendor does not allow the return of software, Customer may not return the software to Bulletproof.
    9.3. Damaged Products
    9.3.1. Packages that are obviously damaged should be refused at the time of original delivery attempt.
    9.3.2. If damaged Products are accepted from the carrier, contact Bulletproof within 2 days after receipt of shipment to arrange for a carrier inspection.
    9.4. Order Discrepancies. All order discrepancies (shortages, mislabeled product or overages) must be reported to Bulletproof within five (5) days of receipt of shipment.
    9.5. Defective/Dead on Arrival (DOA). Report DOAs to Bulletproof within 5 days of receipt of shipment. Some Vendors require DOAs to be reported directly to them and they handle the DOA. In such cases, Bulletproof will provide the Vendor’s contact information.
    9.6. Non Returnable Product
    9.6.1. Products that cannot be returned to Bulletproof include but are not limited to the following:
    • Discontinued items
    • Special order items
    • Items for which Vendors will not accept returns
    • Custom configurations of systems
    • Open units, and/or units which require re-packaging
    • Units in an unsuitable resale condition
    • Closeout, remanufactured and refurbished Products
    9.7. Process
    9.7.1. All returns must have a Bulletproof return material authorization (“RMA”) number. If the return meets Bulletproof’s return guidelines, you may obtain an RMA number by contacting Bulletproof.
    9.7.1.1. In order to expedite a return, please have the following information on hand when requesting an RMA number, if applicable: Purchase Order or invoice number, part number, serial number, quantity being returned, the nature of the issue, condition of the product and packaging, and whether the Vendor’s seal has been broken.
    9.7.1.2. RMA numbers issued by Bulletproof are good for up to ten (10) business days only, or as otherwise stated by Bulletproof. Product authorized for return must be received within the time period and to the facility identified on the RMA instructions.
    9.7.1.3. RMA numbers cannot be extended or re-issued.
    9.7.2. Clearly mark each address label of each package being returned with the RMA number. DO NOT WRITE ON THE VENDOR’S BOX.
    9.7.3. Bulletproof strongly recommends using a reputable shipping carrier capable of providing proof of delivery, as well as properly packing and fully insuring return shipments.
    9.7.4. All returns MUST be complete and contain:
    • ALL original boxes and packing material;
    • Have original UPC codes on the Vendor’s packaging; and
    • Contain all blank warranty cards, accessories and documentation provided by the Vendor.
    9.7.5. Incomplete returns may be refused and returned to sender, subject at Bulletproof’s sole discretion.
  10. Export Sales. Customer agrees that it will not divert, use, export or re-export such items contrary to any federal, state or provincial laws in Canada or the United States. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to Canadian or United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the applicable authority. Product intended for export may be subject to export regulations. Customer also expressly acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under Canadian or United States law to receive such items. The export of Products may also alter or void the Vendor’s warranty.
  11. Accuracy of Data/Corrections. Bulletproof obtains certain data directly from the Vendor of Products and is not responsible for pricing, typographical or other errors in any such data. Bulletproof is not liable for any claim made by a third party or made by Customer for a third party. In addition, availability of third-party Product is subject to change without notice. Bulletproof reserves the right to cancel orders related to such errors or Product discontinuation or unavailability, and to correct pricing errors not detected until after Bulletproof’s confirmation, e-mail, or telephone response.
  12. Termination by Customer. Customer may request to cancel any order for Product prior to scheduled shipment upon written notice to Bulletproof, unless such Product has been licensed, modified or otherwise reconfigured in accordance with Customer’s specifications. Cancellation shall not relieve Customer’s duty to pay for Products shipped, services performed or expenses incurred by Bulletproof prior to such notice. If an order is cancelled prior to production and shipment, Bulletproof’s sole obligation will be a full refund of the purchase price paid for the Product. Cancellation of orders following shipment must be made in accordance with the return policies of the Vendor of the Product.
  13. Force Majeure. Neither Party will be liable to the other for any failure or delay of performance of any obligations or delivery when such failure or delay is wholly or principally caused by acts or events beyond its reasonable control and mitigation, which may include, without limitation acts of God, acts of civil or military authority, fires, floods, earthquakes or other natural disasters, war, riots, strikes, pandemics, endemics or epidemics. Delivery and performance dates will be equitably extended to the extent of any such delays.
  14. Governing Law. This Agreement shall be interpreted, construed, governed by and enforced in accordance with the laws of the State of Massachusetts, the courts of Massachusetts shall have sole and exclusive jurisdiction over disputes arising from this Agreement.
  15. Miscellaneous
    15.1. All references to money amounts are in United States Dollars ($USD) or as otherwise stipulated on the Purchase Order.
    15.2. Bulletproof may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or assign the right to receive payments, without Customer’s consent. Customer may not assign its rights or obligations under this Agreement without the prior written consent of Bulletproof.
    15.3. Subject to the restrictions in assignment contained herein, this Agreement will be binding on and ensure to the benefit of the Parties hereto and their successors and permitted assigns.
    15.4. No provision of this Agreement will be deemed waived, amended or modified by either Party unless such waiver, amendment or modification is in writing and signed by both parties.
    15.5. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement.
    15.6. Customer consents to receiving electronic records related to its transactions with Bulletproof, which may be provided via a web browser or email application. Customer acknowledges and agrees that electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.
    15.7. This Agreement contains the entire understanding of the Parties with respect to the terms in respect of Products and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the Parties with respect to the subject matter hereof.