Last updated on 8/15/2019

BULQ Enterprise Terms of Purchase

These terms describe the relationship between Optoro, Inc., owners and operators of BULQ® and BULQ Enterprise ("Optoro," "we," "us" or "BULQ" or “BULQ Enterprise”) and the buyer identified below ("Buyer" or "You") and applies to purchase of Products and/or services from BULQ and its associated website and/or services, including BULQ Enterprise, http://www.bulq.com ("BULQ.com") or as expressly provided elsewhere. By purchasing Products and/or services directly and/or using BULQ.com, you agree to accept these terms and conditions, as well as the BULQ.com Terms of Service, and Privacy Notice located on the BULQ.com website (collectively, the ("Terms of Purchase"). The Terms of Purchase will become effective on your first access of the bulq.com website or commencement of communication with any BULQ employee or representative (the ("Effective Date").

1. General.

   These Terms of Purchase apply to all sales of Products from us to you, and supercede all other terms and conditions, including any standard or pre-printed terms, provided to us by you, including any terms provided on any purchase order. We expressly reject any such terms. Non-negotiated terms such as these will have no effect, and BULQ’s acceptance of a given purchase order, if applicable, shall not obligate BULQ to accept any such non-negotiated terms or conditions.

2. Definitions.
   1. "Products" means any item or service available for purchase.
   2. "Lot" shall mean a collection of any pre-grouped Products, including but not limited to a pallet or case.
   3. "Lot Detail Page" shall mean any webpage on BULQ.com with details about a Lot for sale, or manifest, including but not limited to description and price.
3. Registration Requirements.

   Except as otherwise provided by BULQ, Buyer shall only be eligible to purchase after creation of a user account on BULQ.com and/or, if applicable, submission of a Buyer Application and Resale Certificate to BULQ.

4. Buyer Warranties.

   Buyer represents and warrants that it is authorized and legally able to purchase, use, and/or disposition goods in accordance with all applicable laws and regulations.

5. Sales and Payment Process.
   1. Product Condition. Products are offered for sale in various conditions. We generally use reasonable efforts to classify Products based on appearance, functionality, information provided by our suppliers, and other factors. However, such classifications are not necessarily accurate. The condition descriptions are listed on bulq.com. The anticipated condition of Products in each Lot will be noted on the Lot Detail Page.
   2. Conditions of Sale; Payment. In consideration for your agreement to these Terms of Purchase, payment of the sale price of your order, shipping charges, plus applicable taxes, and any other applicable fees, BULQ hereby agrees to sell you Products pursuant to these Terms of Purchase. Nothing in these Terms of Purchase obligates BULQ to sell Products to you.
   3. Purchase Cancellation. We reserve the right, at our sole discretion, to cancel any purchase for any reason. Reasons for why your purchase may be canceled include but are not limited to: inaccuracies in Lot listings, prior sales, failure to provide requested tax exemption certificates if applicable, or issues identified by BULQ’s fraud, risk management and compliance team. In the event that a purchase is cancelled, you will be notified by email, and the purchase price will be refunded. You may not cancel any purchase once BULQ has received your funds.
   4. Payment Term Changes. BULQ may require additional and/or alternate payment terms and conditions in its sole and absolute discretion.
   5. Reseller Certificate. BULQ purchasers must provide their Reseller Certificate (or legally-equivalent license or resale document in your state) via email to care@bulq.com unless you live in a state which exempts you from paying sales tax (Alaska, Delaware, Montana, New Hampshire, or Oregon).
   6. Taxes. BULQ does not collect sales tax for sales to purchasers in states and/or for transactions where we are not required to collect sales tax. If you are purchasing from BULQ for your personal use and not for resale, you may be required to file a tax form and pay a sales or use tax to your state. In the event any taxes are assessed based upon the sale of Products and/or services, or any purchases you make from BULQ, other than corporate franchise taxes, property, and taxes based on BULQ’s income, this amount shall be added to your payment price. You agree to pay any such taxes promptly upon receipt of notice by BULQ.
6. Acceptance of Products.
   1. Title; Risk of Loss. Title to Products will remain with BULQ until we tender the Products to a common carrier. You expressly acknowledge that the risk of loss and liability for the Products shall pass to you upon product shipment, or in the event that you agree to receive Products at a designated BULQ location, such location. You acknowledge and agree that you shall have no right to refuse or return the Products after BULQ has accepted your payment. If you fail to accept the delivery of such Products and/or they are returned to us, BULQ may re-initiate a new shipment at your sole risk and expense, and/or bill you for any and all shipping and transportation costs, common carrier fees and surcharges, and restocking fees. In such cases you agree to pay all applicable fees and expenses. No refunds will be issued for orders refused at delivery or for failure to schedule delivery with a common carrier. In addition, BULQ reserves the right to charge a fee for rescheduling dock time to pick up Products.
   2. Buyer Abandonment. Buyer arranged shipments must be scheduled within 3 days of payment and shipments must be completed within 6 days of payment or BULQ will consider the Products to have been abandoned by the Buyer and thereafter Buyer foregoes any and all rights to such Products. In addition to any other rights and remedies available to BULQ, Buyer shall forfeit, at BULQ’s sole discretion, a cancellation fee up to 100% of the amount paid to BULQ, if any, for the Products and is responsible for any damages suffered by BULQ due to Buyer’s failure to perform. As BULQ retains all ownership rights in the Products in such circumstances, BULQ has the right to sell such Products or otherwise dispose of the Products in any manner BULQ deems appropriate, all without any liability to you.
   3. Shipment, Missing Lots, Damages and Tampering. If the shipments received upon delivery do not match the number purchased, and/or there is visible damage to packaging, and/or the seal has been broken, you must contact a BULQ representative within 24 hours of delivery.
   4. Documentation of damages or missing inventory. If requested, missing inventory, damages, and/or tampering must be documented to the satisfaction of BULQ and/or its common carrier.
7. Returns.

   Unless otherwise provided in writing for a specific purchase, BULQ offers no returns or exchanges on any of the Products it sells.

8. Manifest Guarantee.
   1. Guarantee.
      1. BULQ provides a limited guarantee, subject to the conditions of this Section 8, that the Products delivered will match the condition and contents as listed in the manifest on the Lot Detail Page. If the condition and/or contents of the Lot are short by more than 2%, BULQ will compensate you, as described below.
   2. Requirements and Exclusions.
      1. The guarantee applies only to Lots listed and sold on BULQ.com (and not elsewhere), and only where the guarantee is expressly stated. If it is not stated, the guarantee does not apply.
      2. The guarantee applies only to claims made in a timely manner, that follow all the requirements in Section 8.3 below.
      3. The guarantee does not apply to any Products listings that exclude detailed item information. BULQ offers no guarantee on accuracy of Estimated Original Retail Price, or any other pricing information.
   3. Process.
      1. To qualify for a claim, Buyer must fulfill all of the following within fifteen (15) days of shipment of Products by a common carrier:
         1. Claim shall only be initiated by email to be@bulq.com with the subject "Bulq Enterprise CLAIM" and received by BULQ not later than fifteen (15) days following confirmed shipment of the Products.
         2. Buyer shall provide all information deemed pertinent to the claim and requested by BULQ, including but not limited to (a) detailed notation of condition and/or content discrepancies and (b) photographs of Products received.
      2. Acceptance or rejection of any and all claims is at the sole discretion of BULQ.
         1. Compensation to Buyer for accepted claims shall be commensurate with determined discrepancy, and shall be done at the sole discretion of BULQ based upon information in BULQ’s possession.
         2. Details of any claim or resolution shall be considered confidential.
9. Credit Card Chargebacks.

   If you dispute a charge to your credit card that BULQ, in its sole discretion, believes was a valid charge, you shall be held liable for any and all of BULQ’s costs. BULQ will work with you to resolve legitimate disputes pursuant to this Agreement, however, you agree that BULQ has the unequivocal right to recover our fees and costs from any unauthorized chargebacks. Further, BULQ may choose to reject any further transactions from you, your company, or any affiliated companies or entities.

10. Privacy and Confidentiality.

    Due to their respective relationship, Buyer and BULQ may have access to certain information pertaining to their respective businesses that is confidential. Each party will take reasonable precautions and care to keep such information confidential. If a receiving party is required by the order of any court of competent jurisdiction or by some other required law or legal process to disclose confidential information about the disclosing party, the party shall, if permitted by law, inform the disclosing party prior to the disclosure so that the disclosing party may have the opportunity to contest the order or seek other forms of protective action.

11. Resale restrictions may apply.

    You recognize and agree that certain Products may require additional processing, including delabeling, defacing, data wiping, other alterations, and/or destruction, may not be exported, may not be offered for sale or sold to or through certain marketplaces or other channels, and/or may not be sold without relevant licenses. You agree to comply with all such applicable restrictions and limitations. If you have questions, please contact BULQ.

    1. No Reference to BULQ, Optoro, any other Optoro brands or clients, partners, or suppliers. You agree to remove any packaging and materials that reference BULQ suppliers as the source of any Products purchased from BULQ. You further agree that you will not refer to BULQ suppliers or otherwise disclose their identity in any advertising or marketing of the Products.
    2. Delabeling. You agree to delabel and/or destroy any and all applicable Products in accordance with our Delabeling Policy.
    3. No returns. No Products shall be returned to any retail or other location for a refund, credit, exchange, or otherwise.
    4. Data Wiping. By purchasing from BULQ you agree to overwrite and/or destroy, consistent with then-current industry best practices or applicable law, whichever is more stringent, all personally identifiable information and similar data that may reside or be contained in any device that you have purchased, prior to your use or resale of that device. BUYER SHALL SPECIFICALLY DEFEND, INDEMNIFY AND HOLD BULQ AND ITS SUPPLIERS HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, LIABILITIES AND DAMAGES OF ANY KIND RESULTING FROM BUYER’S BREACH OF THIS SECTION. THIS PROVISION APPLIES REGARDLESS OF THE STATE OF FUNCTIONALITY OF THE DEVICE(S).
    5. No Export. Products purchased from BULQ may not be exported outside the United States except as expressly authorized in writing by BULQ and in accordance with applicable law.
    6. Environmental. Buyers must comply with all applicable environmental laws when disposing of any Products, including all laws related to waste disposal, air emissions, discharges, toxic substances and hazardous waste disposal. In the event a buyer decides to dispose of consumer electronics, such a buyer must dispose of such electronics using a certified electronics recycler.
    7. Other Restrictions May Apply. In addition to the requirements set forth above, you agree to comply with any and all other applicable laws and/or requirements of BULQ relating to the use and/or resale of Products, in connection with your purchase of Products from BULQ.
12. Indemnification.

    YOU FURTHER AGREE TO DEFEND, INDEMNIFY, AND HOLD BULQ, ITS OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES, SUPPLIERS AND PARTNERS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OR DEMANDS ARISING OR RESULTING FROM YOUR PURCHASES FROM BULQ OR USE OF THE BULQ.COM WEBSITE, OR CLAIMS OR DEMANDS FROM ANY END USER OR PURCHASER OF ANY PRODUCTS.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8 ABOVE, ALL PRODUCTS SOLD AND SERVICES PERFORMED BY BULQ ARE PROVIDED "AS IS", AND BULQ DISCLAIMS ANY AND ALL OTHER PROMISES, CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY.

13. Force Majeure.

    Except with respect to payment obligations hereunder, if a party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such as failure or delay will not be deemed to constitute a material breach of the Terms of Purchase, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonable practicable after the termination of the relevant circumstances causing such failure or delay.

14. Assignment; Delegation.

    You shall not assign any of the rights or delegate any of your duties under these Terms of Purchase without the express, prior written consent of BULQ. Any assignment or other transfer in violation of this Section shall be void.

15. Amendments; Modifications.

    These Terms of Purchase may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.

16. No Third Party Beneficiaries.

    The Parties acknowledge that the covenants set forth in these Terms of Purchase are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether expressed or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of these Terms of Purchase.

17. Severability.

    If any provision of these Terms of Service is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in these Terms of Purchase will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of these Terms of Purchase invalid or unenforceable whatsoever.

18. Waiver.

    No waiver under these Terms of Purchase will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.

19. Choice of Law; Dispute Resolution; Arbitration.
    1. These Terms of Purchase are governed by the laws of the District of Columbia, excluding conflicts of law provisions.
    2. Any dispute arising out of or relating to these Terms of Purchase, including (without limitation) breach, termination or validity thereof, shall be finally resolved by arbitration by a sole neutral arbitrator in Washington, DC, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The Arbitrator may award interim and final injunctive relief and other remedies, but may not award punitive damages. Any award of the arbitrator (including awards of interim or final remedies) may be confirmed or enforced in any court having jurisdiction.
    3. Notwithstanding the above, BULQ or you may bring court proceedings or claims against each other (a) solely as part of separate litigation commenced by an unrelated third party, or (b) if not first sought from the arbitrator, solely to obtain in the courts in Washington, District of Columbia, temporary or preliminary injunctive relief or other interim remedies pending conclusion of the arbitration.

Last updated August 15, 2019 © Optoro, Inc.