Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) apply to all sales of charitable gaming products and equipment by Arrow International, Inc., including its operating divisions, including Bingo King, Trade Products, Universal and others (“Seller”), to the purchasing party identified on the applicable invoice or sales order (“Buyer”), and are effective as of the date of the applicable invoice or sales order. “Products” means all items sold by Seller, including but not limited to: pull-tab tickets, bingo paper, ink daubers, jar tickets, bingo consoles, bingo flash boards, bingo card minders, point of sale systems, pull tab dispensers and accessories, pull tab counters, and other charitable gaming supplies and equipment. These Terms are incorporated into every invoice and sales order. In the event of conflict, these Terms control unless a separate written agreement signed by an authorized officer of Seller expressly supersedes them. Buyer’s acceptance of Products or submission of a purchase order constitutes acceptance of these Terms. Any additional or inconsistent terms in Buyer’s documents are rejected.

1. Orders, Prices, Payment. All orders are subject to acceptance by Seller. Prices are as stated on the invoice or sales order, exclude all taxes, duties, and shipping charges (which are Buyer’s responsibility unless otherwise stated), and are subject to change prior to acceptance. Payment is due net thirty (30) days from the date of invoice unless otherwise stated. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Seller may, in its sole discretion, conduct credit evaluations, modify or revoke credit terms, require prepayment or C.O.D., and suspend orders if Buyer’s financial condition does not justify credit extended. No setoffs or deductions are permitted without Seller’s written consent.

2. Shipping, Delivery, Title. Unless otherwise stated, shipments are FOB Destination. Risk of loss passes to Buyer upon delivery. If Buyer designates a carrier, risk passes upon tender to that carrier. Delivery dates are estimates only; Seller is not liable for delays. Buyer must inspect Products upon receipt and notify Seller in writing of shortages, damage, or non-conformity within five (5) business days of delivery, or all claims are waived.

Notwithstanding delivery, Seller retains title to and ownership of all Products until Buyer has paid in full all amounts due for such Products. Until title passes, Buyer shall: (i) hold the Products as bailee for Seller; (ii) keep the Products identifiable as Seller’s property; (iii) not encumber, pledge, or grant any security interest in the Products; and (iv) maintain adequate insurance covering the full replacement value of the Products. Seller may recover possession of any Products for which payment is overdue. Buyer grants Seller a purchase money security interest in all Products sold under these Terms to secure payment, and agrees to execute any documents and take any actions reasonably requested by Seller to perfect such interest.

3. Custom Products, Exclusive Products. Orders for custom-designed or custom-printed Products are non-cancellable and non-refundable once production begins. Unless expressly designated as exclusive on the invoice or sales order, all custom designs, artwork, and configurations created by Seller remain Seller’s non-exclusive property and may be used, modified, or sold to others without restriction. Buyer warrants it has all rights to any materials it supplies for incorporation into Products and shall indemnify Seller against claims arising from Seller’s use of such materials.

Where an invoice, sales order, or separate exclusivity agreement designates specific Products as exclusive to Buyer ("Exclusive Products"), Seller shall not sell or lease such Exclusive Products to other distributors in the jurisdictions where Buyer distributes Exclusive Products; Seller retains the right to sell Exclusive Products outside such territory at any time. Exclusivity is conditioned on Buyer's continued compliance with these Terms and continued reordering of Exclusive Products; failure to satisfy either condition, or the suspension, revocation, or termination of any Applicable License, shall terminate exclusivity and entitle Seller to make the Exclusive Products available to other distributors without restriction or compensation to Buyer. All artwork, designs, game plates, and other intellectual property created in connection with Exclusive Products remain Seller's sole property and, upon termination of exclusivity, Seller retains all rights therein.

4. Returns.No returns without prior written authorization (RMA). Authorized returns of standard, unopened, resalable Products are subject to a 20% restocking fee; Buyer pays return shipping. Custom Products are not eligible for return except for documented manufacturing defects under Section 6.

5. Licensing and Regulatory Compliance. Buyer represents and warrants that it holds all licenses, permits, and approvals required to purchase, distribute, sell, and use the Products in each applicable jurisdiction (“Applicable Licenses”) and shall maintain them in good standing. Buyer shall immediately notify Seller if any Applicable License is suspended, revoked, or subject to regulatory action, and Seller may suspend or cancel orders without liability. Buyer shall not distribute or sell Products in any jurisdiction where it lacks required licenses. Buyer shall indemnify Seller for all losses, fines, penalties, and expenses (including reasonable attorney’s fees) arising from Buyer’s failure to comply with this Section.

6. Limited Warranty. Seller warrants that Products will materially conform to invoice specifications and be free from defects in materials and workmanship at delivery. Claims must be made in writing within thirty (30) days of delivery with invoice number, defect description, and samples or photographs. Seller’s sole obligation and Buyer’s exclusive remedy is, at Seller’s option, repair, replacement, or credit not exceeding the invoiced price of the defective Products. Warranty coverage for equipment (including bingo consoles, flash boards, card minders, point of sale systems, pull tab dispensers, and pull tab counters) is conditioned upon such equipment being serviced and maintained exclusively by Buyer (if Buyer is a licensed distributor) or Seller. Any service, repair, modification, or tampering by unauthorized parties shall void the warranty for the affected equipment.

THE FOREGOING WARRANTY IS EXCLUSIVE AND REPLACES ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT ANY SPECIFIC REVENUE, PAYOUT, OR GAMING RESULT.

7. Intellectual Property. All designs, artwork, trade dress, trademarks, copyrights, patents, game configurations, prize structures, software, and other proprietary materials (“Seller IP”) are and remain Seller’s exclusive property. No sale grants Buyer any rights in Seller IP beyond a limited, non-exclusive, non-transferable right to use Products for their intended lawful purpose.

To the extent any Product contains embedded software, such software is licensed, not sold. Seller grants Buyer a limited, non-exclusive, non-transferable license to use the software solely with the Product with which it was delivered and solely for the Product’s intended purpose. Buyer shall not copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works from any Product, software, or Seller IP, nor remove proprietary markings. Unauthorized use of Seller IP shall entitle Seller to injunctive relief in addition to all other remedies.

8. Limitation of Liability. SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, REGARDLESS OF THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY. SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

9. Indemnification. Buyer shall indemnify and hold harmless Seller and its officers, directors, employees, and affiliates from all claims, losses, and expenses (including reasonable attorney’s fees) arising from Buyer’s use, distribution, or sale of Products, breach of these Terms, failure to maintain Applicable Licenses, or infringement claims related to Buyer-supplied materials.

10. Force Majure. Seller is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, war, government actions, embargoes, labor disputes, supply shortages, or transportation disruptions.

11. Termination. Seller may suspend or cancel orders without liability if Buyer fails to pay when due, becomes insolvent, loses any Applicable License, or breaches these Terms. Upon termination, all amounts owed become immediately due. Where Seller retains title pursuant to Section 2, Seller may repossess any unpaid Products.

12. Fraud Prevention Notice. For Buyer’s security, Buyer agrees to independently confirm any changes to remittance or banking instructions using trusted contact details prior to payment. Buyer will not accept changes based solely on invoice or email instructions.

13. General. These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-laws principles. Disputes shall be brought exclusively in state or federal courts in Ohio; Buyer consents to jurisdiction and waives venue objections. If Seller engages counsel or a collection agency to enforce these Terms, Buyer shall pay all reasonable attorney’s fees, court costs, and collection expenses. These Terms (with the applicable invoice or sales order) are the entire agreement; amendments require Seller’s authorized written signature. Failure to enforce any provision is not a waiver. Invalid provisions are severable. Buyer may not assign without Seller’s written consent. Notices must be in writing. Buyer shall maintain in confidence all pricing, product specifications, and proprietary information disclosed by Seller. Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, and 13 survive termination. Installation of equipment is Buyer’s responsibility unless otherwise stated on the invoice or sales order; Seller reserves the right to charge separately for installation services if requested.