TERMS & CONDITIONS
Products and Services. Bay Tek Entertainment, Inc. (“Bay Tek”) agrees to provide, sell, and convey to any customer (the “Customer”), the products and services (hereinafter referred to collectively as “Products and Services,” or individually as “Products” or “Services”) described in any sales order acknowledgement (the “Sales Order”) subject to the terms of sale set forth in the Sales Order and these standard terms and conditions (the “Standard Terms and Conditions”) which, accordingly, supersede any of Customer’s additional, different, or prior inconsistent terms or conditions; however, the Standard Terms and Conditions do not supersede the specific provisions set forth in any Sales Order or any written agreement executed by Bay Tek and Customer (the “Master Agreement”).
Payment, Terms and Prices. Subject to any Master Agreement, payment from Customer to Bay Tek is due and payable as set forth in these Standard Terms and Conditions. All prices and amounts are in U.S. dollars. Late payments shall accrue interest at the rate of twelve percent (12%) per annum on any outstanding balance. If Bay Tek institutes legal action to recover payment not made when due and prevails in such legal action, Customer agrees to pay all Bay Tek’s costs of collection, including reasonable attorneys’ fees. Prices shall be good for thirty (30) days from the date provided. The price for the Products and Services does not include any taxes and fees. All payments shall be accompanied by, and shall reference, an invoice or Sales Order number to which each such payment is to be applied.
Taxes and Fees. Any manufacturer’s, retailer’s, occupation, use, sales, excise or other tax (except for any taxes imposed on Bay Tek’s income by any taxing authority), duty, custom, fee, brokerage fee, or charge of any nature imposed by any governmental authority, domestic or international, on or measured by any transaction between Bay Tek and Customer, shall be paid by Customer, or if paid by Bay Tek, then reimbursed by Customer in addition to the contract price as invoiced.
Shipment of Products. Delivery of the Products, if a delivery date is provided, shall be as set forth in a Sales Order (the “Shipment/Provision Date”), except as provided below. Bay Tek will use reasonable efforts to cause the Products to be delivered in a timely manner; provided, however, that Bay Tek cannot and does not guarantee delivery of the Products on any specific date. Bay Tek shall not be liable to Customer, or to any third party, for any costs, expenses, or damages of any nature, whether general, consequential, liquidated, as a penalty or otherwise, arising out of or owing due to any delays in delivery of the Products as a result of a Force Majeure Event, as that term is defined in Section 13. In the event of any such delay, the Shipment/Provision Date if any, shall be extended for a period of time equal to the time lost by reason of said Force Majeure Event.
Means of Delivery. All costs and expenses of shipping the Products to Customer shall be at Customer’s expense and all such cost and expenses of shipping shall be for single shipments of the Products. Multiple shipments, or a series of related shipments, will result in additional shipping costs and expenses. Delivery shall be F.O.B. Bay Tek’s facility, Pulaski, Wisconsin, or such other shipping point agreed to, in writing, by Bay Tek. Customer shall carry insurance against all loss or damage to the Products. From the moment at which Bay Tek delivers the Products to Customer or the shipper, all responsibility for loss or damage to the Products, and all costs and expenses of shipping, unloading, storage, including storage necessitated by delays in or refusal to accept delivery, and delivery of the Products, shall pass to Customer, as shall title to all such Products so delivered by Bay Tek to Customer or to the shipper. Confiscation of or destruction of, or damage to the Products, shall not release, reduce, or in any way affect Customer’s obligations or liabilities with respect to payment of the price for the Products.
Inspection and Acceptance. Customer or Customer’s authorized representative shall inspect the Products promptly following receipt and any damage alleged by Customer to have been caused while in the possession of the shipper, shall be noted, in writing, on the shipper’s bill of lading. Customer shall have forty-eight (48) hours from receipt of the Products to Customer to notify Bay Tek, in writing, of any incorrect Products or other adverse matters relative to the delivered Products. Customer’s failure to properly notify Bay Tek of any incorrect products or other adverse matters relative to delivered Products, in writing, as contemplated by and as set forth in the preceding sentence, shall be deemed to constitute Customer’s acceptance of the Products.
Limited Warranty. Bay Tek warrants that the Products will be free from defects in materials and workmanship for the applicable warranty period measured from the date of delivery to Customer, as applicable: (i) for all Products other than Skee-Ball lanes, one (1) year; and (ii) for all Skee-Ball lanes, two (2) years. For purposes of this Section 7, all references to “Customer” shall be deemed to include all customers of Customer that purchase Products from Customer.
This limited warranty covers only labor, performed by Bay Tek, and replacement parts made necessary due to defects in materials or workmanship. This limited warranty does not cover conditions or circumstances resulting from improper or negligent handling or storage of the Products, improper maintenance of, negligence involving, abuse of, or any alteration or modification to the Products. Any damage to the Products that occurs due to misuse or improper care, including, but not limited to, shipping damages, accidents, or use of the Products for other than their normal, customary intended operation, are not covered by this limited warranty.
Repair or replacement of a Product, required as the result of or related to any of the following conditions or circumstances, are not covered by this limited warranty: (a) any cause or circumstance occurring outside of the applicable limited warranty period; (b) accident; (c) misuse or neglect; (d) lack of reasonable and proper maintenance; (e) use and installation of replacement parts improperly installed; (f) use and installation of non-Bay Tek approved accessories or non-Bay Tek approved parts; (g) modifications not approved, in writing, by Bay Tek; or (h) normal wear and deterioration occasioned by the use of the Products. Notwithstanding anything contained herein to the contrary, this limited warranty shall be completely void in the event that any Product is customized, modified, or repaired by a party other than Bay Tek or an authorized agent of Bay Tek using any part or component that is not a Bay Tek authorized replacement or service part.
As a condition of Bay Tek’s obligation with respect to any Customer warranty claim, Customer shall provide to Bay Tek, prompt written notification of any warranty claim as soon as is reasonably practicable after Customer has notice or knowledge of such warranty claim. Thereafter, Customer shall allow Bay Tek the opportunity to remedy the alleged defect giving rise to Customer’s warranty claim. Further, if requested to do so by Bay Tek, Customer shall provide to Bay Tek, pictures, videos, drawings, and other suitable media, data, or other information in order to allow Bay Tek to observe and evaluate the Products from which the warranty claim arises. Customer shall be obligated to cooperate, fully, with all Bay Tek efforts to diagnose, evaluate and remedy any warranty claim. Failure to do so by Customer shall void all warranties with respect to the particular Product for which a warranty claim is being made. Notwithstanding anything contained in this Section 7 to the contrary, Bay Tek’s total liability and obligation to Customer, as the result of this limited warranty with respect to any warranty claim shall be limited to Bay Tek’s repair, replacement or re-execution of the Products alleged to be defective in materials or workmanship; provided, however, that Bay Tek’s financial liability with respect to any warranty claim shall be limited to not greater than the dollar amount actually received by Bay Tek, in consideration of the Products alleged to be defective in materials or workmanship.
Limitation of Warranty and Limitation of Liability. customer acknowledges that except as set forth in section 7, above, bay tek makes no warranties, express or implied, with respect to the products and services and further makes no warranty of the products’ merchantability or fitness for a particular purpose or use. Further, bay tek makes no warranty or representation with respect to customer’s products’ compatibility with bay tek’s products when customer’s products or customer’s products’ specifications are changed, modified or altered after the date of ANY sales order without bay tek’s written consent and approval. Customer acknowledges that, except as set forth in THESE STANDARD TERMS AND CONDITIONS OR ANY sales order, the products are being purchased “as is where is.” Bay tek shall not be responsible for any customer loss, damage, or claim caused by or attributable to any defect or deficiency in the products and services whether arising out of the manufacture, design, or provision of the products and services or from any other cause. Under no circumstance shall bay tek be liable to customer, or to any third party, arising out of or related to the sale or provision of the products and services, or any incidental, consequential, special, punitive or other damage which any person, firm, or entity, including, but not limited to, customer, may suffer or incur as a result of any interruption or cessation in the use or operation of the products. Notwithstanding anything contained in THESE STANDARD TERMS AND CONDITIONS OR ANY sales order to the contrary, under all circumstances, bay tek’s liability to customer for any and all losses, claims, or damages claimed by customer, arising out of or related to the purchase of the products and services from bay tek, the products and services themselves, or any other matter arising out of or related to this sales order and the relationship of customer to bay tek, shall be limited to the total dollar amount actually received by bay tek from customer for the purchase of a particular product or products and services from which customer’s losses, claims, or damages claimed arise or relate to.
Alterations/Cancelled Orders. If Customer alters or cancels the purchase of the Products and Services to be provided by Bay Tek, Customer, upon Bay Tek’s demand, shall reimburse Bay Tek for all reasonable costs and expenses incurred by Bay Tek as a result of such alteration or cancellation; provided, however, that no such alteration or cancellation by Customer shall be binding upon Bay Tek without the prior written consent and approval of Bay Tek, which such consent and approval may be withheld in Bay Tek’s sole discretion. If applicable, said reasonable costs and expenses shall be due and payable by Customer to Bay Tek in accordance with Bay Tek’s standard billing processes and procedures as are in effect from time to time.
Spare Parts and Installation. The cost of spare parts, and the installation of spare parts, are not included in any price unless specifically set forth therein. Except as may be appropriate pursuant to Bay Tek’s limited warranty, set forth in Section 7, above, and as otherwise maybe agreed upon a separate written agreement or a subsequent Sales Order, Bay Tek is not responsible for the installation of any spare parts on any Products in Customer’s possession or control. Spare parts for the Products may be purchased from Bay Tek under separate agreement or Sales Order.
Satisfaction. Notwithstanding any common law, practice, or other circumstance, any statement to the effect that a payment is intended as payment in full and/or full satisfaction of a debt or obligation owed to Bay Tek which is in dispute or, in the eyes of a reasonable person would be believed to be in dispute, shall not be binding upon Bay Tek unless specifically agreed to in writing by Bay Tek.
Change in Customer’s Financial Condition. Bay Tek reserves the right to cancel any transaction at any time, or require full payment of any balance due within ten (10) days of written notice to Customer, in the event of the occurrence of any of the following: (a) Customer’s insolvency; (b) Customer files a petition in bankruptcy; (c) a receiver or trustee is appointed for Customer under any bankruptcy or state insolvency code or statute; or (d) Customer executes an assignment for the benefit of its creditors.
Under any of the above circumstances, Bay Tek reserves the right to stop and/or suspend any work, otherwise anticipated as a result of a transaction, including the design, manufacture, delivery, or provision of any Products and Services and to otherwise cancel any or all remaining obligations Bay Tek may have. Customer acknowledges that pursuant to these Standard Terms and Conditions, Customer grants to Bay Tek, a purchase money security interest in any Products for which payment is not received by Bay Tek at or prior to the delivery of the Products to Customer. Customer agrees to execute any and all documents deemed reasonably necessary by Bay Tek in order to document or perfect Bay Tek’s purchase money security interest in such Products and, further, Customer hereby irrevocably appoints Bay Tek, or a representative of Bay Tek, as Customer’s agent with authority to execute and file any Uniform Commercial Code documentation, including a financing statement, deemed reasonably necessary by Bay Tek, or Bay Tek’s counsel, in order to perfect Bay Tek’s purchase money security interest in the subject Products.
Force Majeure. In the event Bay Tek is delayed, hindered or prevented from performing any of its obligations by circumstance beyond its reasonable control, including without limitation, fire, explosion, flood, drought, pandemic, blackout, riots, sabotage, embargo, terrorism, war, or other hostilities, domestic or foreign governmental acts, unavailability of supply or materials, failure to transport, or labor disputing including strike or lockout (hereinafter collectively referred to as a “Force Majeure Event”), Bay Tek’s obligations shall be temporarily suspended and Bay Tek’s timeframe for its performance shall be automatically extended for the same amount of time that Bay Tek is so delayed, hindered or prevented.
Intellectual Property. All intellectual property rights in and to the Products and Services, including patents, trademarks, copyrights, trade secrets, designs, know-how, and any software developed by Bay Tek and embedded in or provided with the Products (the “Software”), are and shall remain the sole and exclusive property of Bay Tek. The Software provided with the Products is licensed, not sold, to Customer under a non-exclusive, non-transferable, limited license to use the Software solely in conjunction with the Products in which it is provided. Customer shall not: (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (c) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; or (d) remove, alter, or obscure any copyright, trademark, or other proprietary notices in the Software. Customer shall not, and shall not permit any third party to, use Bay Tek’s trademarks, trade names, or service marks without Bay Tek’s prior written consent. Except for the express licenses granted in these Standard Terms and Conditions, Bay Tek grants no other licenses, express or implied, by estoppel or otherwise, to any intellectual property rights. If a third party claims that a Product infringes its intellectual property rights, Bay Tek may, at its option and expense: (a) procure for Customer the right to continue using the Product; (b) replace or modify the Product to make it non-infringing; or (c) accept return of the Product and refund the price less a reasonable allowance for use.
Insurance. Customer shall maintain, at its own expense, commercial general liability insurance with coverage of at least $2,000,000 per occurrence and shall name Bay Tek as an additional insured.
Complete Agreement. Subject to the terms and provisions set forth in any Master Agreement or Sales Order, these Standard Terms and Conditions, constitute the complete agreement between Bay Tek and Customer.
Waiver. No waiver by Bay Tek of any of the provisions of these Standard Terms and Conditions or any breach thereof shall constitute or be deemed to be a waiver of any such term or condition or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any of these Standard Terms and Conditions.
Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or obligations under these Standard Terms and Conditions without the prior written consent of Bay Tek.
Amendment. No modification of any Master Agreement, Sales Order, or these Standard Terms and Conditions shall be binding upon Bay Tek, unless such modification is in writing and signed by all parties.
Compliance with Laws. Customer shall comply with all applicable laws, regulations, and ordinances in connection with its performance under these Standard Terms and Conditions.
Governing Law. All matters arising out of or relating to these Standard Terms and Conditions are governed by and construed in accordance with the laws of the State of Wisconsin, United States of America without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Wisconsin.
Jurisdiction and Venue. Any legal proceeding initiated in connection with these Standard Terms and Conditions shall be brought in a forum consisting of either the United States District Court for the Eastern District of Wisconsin, located in Green Bay, Wisconsin, or in the Circuit Court for Brown County, Wisconsin.
Last updated November 2025