Quote 10594 Buckeye AZ, V-300 ACCESS Service Plan, Third Year_V1.pdf

Sales Terms and Conditions for Direct Sales to End Users/Buyer
[Revised 3 JAN 2025]
1. Precedence. This Sales Terms and Conditions for Direct Sales to End Users/Buyers “Agreement” applies to Buyer’s purchase
of Goods and Services, as defined below, when purchased directly from VirTra “Seller”. Any purchase of Goods and Services
sold by Seller is expressly subject to and conditioned upon the terms and conditions set forth herein. By accepting delivery of the
Goods and Services, Buyer accepts and is bound by this Agreement. Any different or conflicting additional terms set forth,
whether in Buyer’s purchase order or another communication, are expressly rejected and will not be binding on Seller unless
 
agreed to in writing by an authorized officer of Seller. Now therefore, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties agree as follows.
2. 
: The following capitalized words shall mean: “End Users/Buyer” means the organization or person who buys
Definitions
Seller’s Goods and Services. “Goods and Services” means without limitation, the articles, products, accessories, and services to
be supplied to Buyer by Seller. “Technology and Intellectual Property Rights” means all patents, registered and unregistered
designs, copyright, trademarks, know-how, software, firmware, hardware, systems, components, or assemblies. “Seller” means
VirTra, Inc., located at 295 E. Corporate Place, Chandler, AZ 85225, USA.
3. 
. All sales are final, and no returns, refunds or exchanges of the Goods and Services are allowed, except as
All Sales Final
provided by state or federal law, and, to the returns, refunds or exchanges are required by law, must be preapproved by Seller’s
Return Merchandise Authorization (RMA) form.
4. 
. In Seller’s sole discretion, all returns, refunds, or exchanges may be charged a restocking fee of up to 15%
Restocking Fees
of the purchase price paid, plus any applicable shipping and sales tax, unless the returned product is defective, or the return is a
direct result of Seller’s error.
$26,505.24
Grand Total
$65.00
S&H
$26,440.24
Total Price
 
rbray@virtra.com
Email
5012
Extension
(480) 968-1488
Phone
Ryan Bray
Prepared By
Buckeye Police Department
Ship To Name
8/18/2025
Expiration Date
00010594
Quote Number
5/29/2025
Created Date
0623-08490
CustID
avalverde@buckeyeaz.gov
Email
(623) 349-6472
Phone
Amber Valverde
Contact Name
Buckeye Police Department
Account Name
Product Product
SKU
Product
Code
Product Description
Line Item
Description
Sales
Price Quantity
Total Price
Service
Plan -
V-300®
-
Annual
8000821 SP-V300-A
Additional year annual service plan to include
telephone support, remote assistance, screens,
cameras, truss system, cabling, computers,
projectors, accessories (refill stations, magazines,
recoil kits, non-guns, and V-Threat-Fire®), minor build
software upgrades, i.e., VOS 5.x, hot-fixes, security
patches, security upgrades, 2-day shipping, labor and
travel. Emergency service trip if deemed necessary by
VirTra. Includes all travel and expenses in CONUS.
Coverage period:
08/15/25-06/30/26 $26,440.24
1.00 $26,440.24

5. 
. Terms of payment are within Seller’s sole discretion and, unless otherwise agreed to by Seller in writing, 50%
Payment Terms
deposit payment must be received prior to Seller’s acceptance of an order with the remaining 50% balance due upon shipping.
Payment for Goods and Services will be made in United States currency ($US Dollar) by a preapproved payment method. Credit
card payment terms must be preapproved by Seller’s Finance Department and if approved, invoices are due and payable within
the time period noted on invoices, measured from the date of the invoice. An additional 3% fee will be charged to cover
processing costs. Seller may at its sole discretion invoice parts of an order separately. No discounts shall be given for early
payments.
6. 
: Seller may suspend or cancel Buyer’s order for any failure by Buyer to comply with agreed upon
Suspension or Cancelation
payment terms. Seller is not responsible for pricing, typographical, or other errors in any offer by Seller and reserves the right to
cancel any orders resulting from such errors.
7. 
. Interest and late payment fees may be calculated from the day after the payment’s stated due date through
Late Payments
the date payment is received in full, at the maximum legally allowable interest rate in effect on the applicable dates.
8. 
. Sales tax, end user tax, pass-through tax, value-added tax (VAT), transaction privilege tax, consumption tax, customs
Taxes
tax and/or duties are the sole responsibility of Buyer, and Buyer agrees to reimburse Seller for all applicable taxes that Seller is
required to collect, regardless of the tax amount being excluded from Seller’s quotes or Buyer’s Purchase Orders.
9. 
. If Buyer requests tax exempt status, then Buyer must provide Seller with a correct, valid, and signed tax
Tax Exemption
exemption certificate applicable to the specific Goods and Services purchased, relevant to the end use location, prior to Seller
invoicing. If an invalid tax exemption certificate is received or no tax exemption certificate is received, it will be the responsibility of
Buyer to pay all required taxes. Additionally, it will be Buyer’s responsibility to obtain any tax refunds permitted if Seller has
collected and remitted taxes to a taxing authority.
10. 
. Shipping and handling costs will be added to all invoices unless otherwise expressly indicated
Shipping, Title, Risk of Loss
and agreed to in writing at the time of sale. Seller reserves the right to make partial shipments unless specifically stated otherwise
on Buyer’s signed Pro Forma Invoice or purchase order and such shipping terms are pre-approved by Seller in writing. Products
may ship from multiple locations following the rules of the International Commercial Terms (Incoterms) as published by the
International Chamber of Commerce (ICC). Title and risk of loss passes from Seller to Buyer FOB Origin domestic or Free Carrier
(FCA) international upon Seller’s delivery to the named place of delivery, cleared for export, as mutually agreed by both buyer and
seller. Once seller is deemed to have delivered goods to the named place of delivery, the buyer is responsible for both unloading
the goods and loading them onto their own carrier. Seller shall invoice upon shipping. Any loss or damage that occurs after
seller’s delivery is Buyer’s responsibility. Buyer must promptly file claims for damaged items with the freight carrier. Shipping
dates are estimates only.
11. Excusable Delays. Seller will use commercially reasonable efforts to deliver all products ordered as agreed or as soon as
reasonably practicable. In the event of interruption of any delivery due to causes beyond the reasonable control of Seller,
including but not limited to force majeure, fire, labor disturbances, riots, accidents, or inability to obtain necessary materials or
components, Seller has the right, in its sole discretion and upon oral or written notice to Buyer, to delay or terminate the delivery.
12. Not for Resale or Export. Buyer represents and warrants that they are buying Seller’s products for the specified end user,
and Buyer will not resale or export Seller’s products to a country other than the country listed as the Buyer’s shipping destination.
The shipment of certain Seller products outside of the United States of America (USA) is restricted by US federal law and neither
Seller’s products nor the technology can be exported out of the US without Seller’s prior written approval. In addition, certain
Seller Products require a validated export/import license (DSP 5, 61, or 73) prior to shipment to certain countries. If required,
Buyer agrees to submit the required paperwork to Seller to process an application to obtain the required import/export license(s)
from the US State Department. Seller cannot guarantee US State Department approval and has the right to cancel any item(s) not
approved for import/export by the US State Department.
13. Regulations and Restrictions. Buyer agrees to comply with all applicable laws, codes and license requirements, and
controls of the United States and other applicable jurisdictions in connection with the use of Seller products including Buyer’s
acceptance of responsibility for the payment of any relevant taxes or duties. Buyer is responsible for understanding and verifying
all local laws, regulations, restrictions and building code requirements for the purchase, delivery, receipt, storage, installation and
use of Seller’s Goods and Services. Seller may suspend or cancel Buyer’s order, at Seller’s sole discretion, for violation of
regulations and restrictions.

14. Technology and Intellectual Property Rights. Buyer agrees that Seller claims, and has claim to, various proprietary rights
of its Goods and Services, and Buyer agrees to take reasonably necessary steps to ensure that Seller’s rights will not directly or
indirectly be violated, which the parties Agree would cause irreparable harm to Seller. Except for the license to use the Goods and
Services, the sale of Goods and Services will not confer upon Buyer any license, express or implied, under any patents,
trademarks, trade names, or other proprietary rights owned or controlled by Seller, its subsidiaries, affiliates, or suppliers; it being
specifically understood and agreed that all the rights are reserved to Seller, its subsidiaries, affiliates, or suppliers. Buyer may not
obscure, remove, or alter any copyright, trademark, service mark or other proprietary notices or legends on the products.
15. Design Changes. Seller reserves the right to make changes in design of any of its products without incurring any obligation to
notify Buyer or to make the same change to products previously purchased by Buyer.
16. Reverse Engineering. Customer acknowledges and agrees that the products are the confidential, valuable, and proprietary
 
assets of VirTra, and the parties agree that improper use or disclosure of the products would cause VirTra irreparable harm.
Accordingly, as a material element of this Agreement and as an inducement for VirTra to enter into this Agreement, Customer
hereby agrees that Customer shall not: (a) create or attempt to create by reverse engineering, disassembly, decomplication or
otherwise, the internal structure, the source code, hardware design, or organization of any Product, or any part thereof, or to aid
or to permit others to do so, except and only to the extent expressly permitted by applicable law; (b) copy, modify, or translate any
portion of the products, unless otherwise agreed, develop any derivative works thereof or include any portion of the software in
any other software program; (c) separate the Product into component parts for distribution or transfer to a third party; and (e)
attempt to make or to aid or permit others to make similar products to the software or products with or without enhancements,
upgrades, or modifications.
17. Severable Provisions. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent
jurisdiction, then the remainder will remain in full force and effect and any invalid provision(s) will be modified or partially enforced
by the court to the maximum extent permitted by law to effectuate the purpose of this agreement.
18. Limitation of Liability. To the maximum extent allowed by law, in no event shall Seller’s cumulative liability to any party for
any loss or damage resulting from any claims, demands, or actions arising out of or relating in any way to any purchase from
Seller exceed the amounts received by Seller under the relevant purchase order, notwithstanding third-party purchases. In no
event will Seller be liable for any special, indirect, incidental, exemplary, punitive, or consequential damages, however caused,
whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory, even if Seller
has been advised of the possibility of those damages or if those damages could have been reasonably foreseen, and
notwithstanding any failure of essential purpose of any exclusive remedy provided in the Warranty. Seller disclaims any
representation that it will be able to repair any product under Warranty or make a product exchange without risk to or loss of
programs or data. Buyer agrees to release and save Seller harmless from any and all liability arising out of use or misuse of Seller
product, including any claims for damages and personal injuries. Buyer agrees to assume all risks of loss and all liability for any
damages and personal injury which may result from use or misuse of Seller product. Seller is not liable for any claims made by a
third party or by Buyer for or on behalf of a third party.
19. Relationship of Parties. Nothing contained in this Agreement shall be construed as establishing or implying any partnership
or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent
of the other. Assignment and Sub-Contracting. The contract between Buyer and Seller for the Goods and Services shall not be
assigned or transferred, nor the performance of any obligation sub-contracted, without the prior written consent of both Buyer and
Seller. The parties agree that such consent shall not be unreasonably withheld.
20. Entire Agreement. This Agreement constitutes the entire agreement between the parties. This Agreement supersedes and
replaces any prior agreement or understanding between the parties, including any oral representations concerning the subject
matter of this Agreement. Any prior or extrinsic representations or agreements, with the exception of the product warranty, if
provided and any service and license agreement(s), are intended to be discharged or nullified.
21. Governing Law, Jurisdiction, and Venue. The laws of the State of Arizona, USA govern this transaction and Agreement,
without regard to conflicts of law. Any litigation regarding the interpretation or enforcement of this Agreement shall be resolved in
the State of Arizona and the courts of Arizona shall have exclusive jurisdiction over such litigation and the parties agree to such
exclusive jurisdiction. The parties expressly reject any application of the United Nations Convention on Contracts for the
International Sale of Goods (“CISG”) to this Agreement and the associated transactions

22. Warranty. 
Screen-based simulators: Seller warrants the product manufactured by Seller for a period of 12 months from delivery to the
agreed delivery point (‘Warranty Period’) will materially conform to Seller’s standard specifications available from the Seller for the
product at the time of the issuance of the Purchase Order. Seller further warrants that the product, at the time of delivery, will be
free from defects in material and workmanship for the Warranty Period. For third party Products not manufactured by Seller,
Seller’s only responsibility is to assign to its customer any manufacturer’s warranty that does not prohibit such assignment.
Product and parts that are consumed in normal operation are not covered by this Warranty. Notwithstanding the foregoing,
Warranty and support may be void for any and all equipment damaged or destroyed by improper handling, use or misuse.
V-XR: Seller warrants the product manufactured by Seller for a period of 12 months from delivery to the agreed delivery point
(‘Warranty Period’) will materially conform to Seller’s standard specifications available from the Seller for the product at the time of
the issuance of the Purchase Order. Seller further warrants that the product, at the time of delivery, will be free from defects in
material and workmanship for the Warranty Period. Product and parts that are consumed in normal operation are not covered by
this Warranty. Notwithstanding the foregoing, Warranty and support may be void for any and all equipment damaged or destroyed
by improper handling, such dropping, or other improper use or misuse.
Option to purchase VirTra Care for V-XR:   VirTra Care is a protection plan that covers V-XR  hardware in the event of  the
accidental drop or breakage of V-XR hardware limited to one (1) headset and/or one (1) tablet for a period 12 months from
delivery to the agreed delivery point.  Upon receiving a customer report of damage covered by VirTra Care a replacement device
will be provisioned, shipped, with a return prepaid label for the return of the damaged device within ten (10) days  after receipt of
the replacement device. Failure to return the damaged device shall result in an invoice for the replacement device at VirTa’s
current purchase price. VirTra Care may be purchased in 12 month increments, up to 36 months. Items damaged due to water
exposure; lost or stolen items are not covered under VirTra Care.
To the maximum extent permitted by law, Seller’s Warranty and the remedies set forth in this section 22 are exclusive and in lieu
of all other warranties, remedies, and conditions, whether oral or written, statutory, express or implied, as permitted by applicable
law, Seller specifically disclaims any and all statutory or implied warranties, including without limitation, warranties of
merchantability, design, fitness for a particular purpose, arising from a course of dealing, usage or trade practice, warranties
against hidden or latent defects, and warranties against patent infringement. Seller may provide VirTra certified refurbished parts.
If Seller cannot lawfully disclaim statutory or implied warranties then to the extent permitted by law, all such warranties are limited
to the duration of the express warranty described above and limited to the other provisions contained in this warranty section. The
remedies provided for in the warranty are expressly in lieu of any other liability Seller may have.
23. 
. In the event of a delivery delay ordered by Buyer, the parties agree to make use of the
Buyer Ordered Delivery Delay
following: Whereas the Customer has purchased certain products and services from VirTra under the Purchase Order; and
Whereas the Customer has directed VirTra to hold and store within its premises the delivery until further notice; and  Whereas
VirTra shall ship the products FOB destination; and Whereas this Addendum does not operate as an acceptance of goods by the
Customer. Now therefore, the parties agree that that VirTra has met its delivery obligations under the terms of sale upon meeting
the following condition: VirTra shall provide to Customer photographs documenting that the Purchase Order is ready for shipment.
An email from Buyer citing this section 23 shall be sufficient for the parties to proceed as described herein.
-Signature follows -
The Buyer agrees that this Agreement shall govern all purchase orders and related transactions. 
Buyer:
Signature: _______________________         
Printed Name: ____________________        
Date: ___________________________       
SELECT PAYMENT METHOD
             Credit Card; include contact information only (subject to limits)
             Purchase Order:
             Check:
             Other (please specify):