LIFE FITNESS (UK) LIMITED - TERMS AND CONDITIONS OF SALE

Effective Date: 2022/01/01

Your attention is specifically drawn to Condition 2.4 relating to our acceptance of your order for Goods and/or Services and Condition 9, which excludes and limits our liability

1. Definitions and Incorporation

1.1     In these conditions:

1.1.1   “We”/”us” means Life Fitness (UK) Limited (Company No. 02747223) whose registered office is at 109A Lancaster Way Business Park, Ely, Cambs CB6 3NX;

1.1.2   “You” means the person who accepts our quotation for the sale of the Goods and/or Services or whose order for the Goods and/or Services is accepted by us;

1.1.3   “Condition(s)” means our standard terms and conditions of sale as set out in this document;

1.1.4   “Delivery Date” means the date for delivery by us to you of the Goods and/or the date of commencement of provision of the Services as detailed in the Order Acknowledgement;

1.1.5   “Goods” means the goods (including any installment or any parts of them) which we are to supply to you in accordance with these conditions as confirmed on our Order Acknowledgement;

1.1.6   “Services” means the services which we are to provide to you in accordance with these Conditions as confirmed on our Order Acknowledgement;

1.1.7   “Subscription Services” means the products and services that are ordered by you online through a link or via an Order Acknowledgement referencing our Subscription Agreement, whether on a trial or paid basis, and made available online by us, via the applicable subscriber login link and other web pages designated by us.

1.1.8   “Order Acknowledgement” means the order acknowledgement which we send to you confirming details of your order for Goods and/or Services, any Subscription Services, the Price and the Delivery Date;

1.1.9   “Price(s)” means the total price for the Goods, Services and/or Subscription Services as detailed in the Order Acknowledgement subject to variation as provided in Condition 3.4 and 4.3, including VAT;

1.1.10 “Regulations” means the Consumer Rights Act 2015 as amended from time to time;

1.1.11 “VAT” means value added tax;

References to “written” or “in writing” include fax and email communications.

1.2     We will sell and you will purchase the Goods, Services and/or the Subscription Services in accordance with any order that you place and we accept.

1.3     Any contract entered into by us for the supply of Goods, Services and/or the Subscription Services is subject to these Conditions.

1.4     Details of your order shall be recorded by our representative in the Order Acknowledgement.

1.5     These Conditions and the Order Acknowledgement represent the entire agreement between you and us (the “Contract”). No other terms or conditions (including any written on or attached to any purchase order, form, document or correspondence) shall be included or implied unless previously agreed upon in writing and signed by an officer authorised by us. No purported variation of the Contract will be effective unless confirmed in writing by us and in no event will your standard terms and conditions of business apply. No liability shall attach to us, our agents or employees in respect of any representations or statements made, whether before or after agreement is reached, unless confirmed in writing by our authorised representative. 

2. Orders

2.1     You are responsible for ensuring the accuracy of the terms of your order and for giving all necessary information relating to the Goods, Services and/or Subscription Services.

2.2     We reserve the right to make changes in the specification of the Goods, Services and/or Subscription Services from time to time.

2.3     If you order Goods which are out of stock we shall either supply alternative goods to you of the same specification or, if paid, refund the Price to you.

2.4     Your order for Goods and/or Services shall be deemed to have been accepted by us only once the Goods have been delivered and/or provision of the Services has commenced.

3. Price

3.1     The Price shall be the price that we quote from time to time as confirmed on our Order Acknowledgement. Prices quoted are exclusive of VAT which is chargeable at the current rate.

3.2     Carriage and/or installation on deliveries within mainland UK shall be chargeable. It is your responsibility to ensure that we have access to and that your premises are suitable for delivery and installation of the Goods.

3.3     You shall have no right to set off any counterclaim or deduction against any monies which are payable by You to us.

3.4     Due to global fluctuations in transportation costs that are outside our control, we reserve the right to adjust the Prices contained herein at the time of shipment for freight and installation in accordance with corresponding increases in costs imposed by freight carriers (e.g. transportation via truck, train, ship or aircraft) and/or directly related to performing the installation (e.g. delivery and labor).  In addition, where: (i) the parties agree that the requested Delivery Date shall be more than 4 months after the date of the Order Acknowledgement issued to you (even if such Order Acknowledgement is not executed), (ii) due to any delay falling within your responsibilities, the actual Delivery Date is made more than 4 months after the date of the Order Acknowledgement, or (iii) the actual Delivery Date shall be more than 4 months after the date of the Order Acknowledgement (except if the delay was due to our sole fault), then we shall be entitled to increase the agreed Prices appropriately if we experiences any increase in our costs relating to: raw materials and/or labor costs related to personnel responsible for manufacturing, assembling and/or delivering and installing the products, macroeconomic conditions such as taxes, tariffs or duties, natural disasters, and labor shortages/strikes.  This shall be in addition to other remedies available under the Contract.

4. Payment

4.1     A suitable deposit may be required with your order. Where such order is for bespoke goods, should you subsequently cancel the order, this deposit may be forfeited to cover costs incurred by us. The balance of payment is due 30 days after delivery of the Goods or commencement of the provision of the Services subject to the terms of this Condition 4.1. If the Price is payable with return of the Order Acknowledgement signed by you, or if in our reasonable judgement at any time prior to delivery your financial status warrants it as notified to you the Goods will not be delivered and/or the Services not commenced until payment has been received from you. The time for payment shall be of the essence.

4.2     In the event of default in payment by the due date then, without prejudice to any other remedy that we may have, we reserve the right at any time to impose a late payment charge of 2% per annum above Lloyds TSB base rate from time to time (both before and after any judgment) or part thereof on monies overdue, not to carry out any repair or replacement pursuant to Condition 8, to suspend any further deliveries or suspend completion of the provision of the Services, and to recover from you all of our legal or other costs incurred as a result.

4.3     We may at any time or times, without notice to you, set off any of your liabilities to us against any of our liabilities to you, whether any such liability is present or future (whensoever arising), liquidated or unliquidated, arising under the Contract or otherwise. Our rights under this clause are without prejudice to any other rights or remedies available to us under the Contract or otherwise. 

5. Delivery, collection and installation

5.1     We shall arrange for the delivery and installation of the Goods unless otherwise specified in the Order Acknowledgement subject to Condition 5.9.

5.2     Goods may be collected by you from the premises notified to you for those purposes provided payment of the Price is made by you, and cleared funds received by us, before the time of collection, or the Price has been charged to an approved credit account beforehand.

5.3     The Goods will be delivered to you and installed (if required) and/or the Services will be provided at the address stated in the Order Acknowledgement.

5.4     Whilst we shall make every reasonable effort to deliver and install the Goods and/or commence provision of the Services by the Delivery Date, the Delivery Date is given as an estimate only and we shall not be liable to make good any damage or loss arising directly or indirectly from delay or advance in delivery.

5.5     Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Conditions shall not entitle you to treat the Contract as a whole as repudiated.

5.6     At least three weeks’ written notice must be given by you to us of any change likely to affect delivery or installation of the Goods or commencement of provision of the Services.

5.7     We shall not be liable for any delay in or failure of delivery caused by your failure to: (i) make the delivery location available, (ii) prepare the delivery location as required for delivery and for installation of the Goods, (iii) provide us with adequate instructions for delivery and installation, or (iv) collect the Goods from our premises.

5.8     We reserve the right to charge the reasonable costs of storage, insurance and/or re-arranging the delivery of the Goods where you delay delivery or installation of the Goods to a date after the Delivery Date or fail to accept delivery of the Goods.

5.9     You will be liable for any charges incurred during the delivery and installation of the Goods if any mechanical devices are required to make the physical delivery and installation.

5.10   We recommend that all Goods that are strength equipment are secured to the floor by a suitable technician who is familiar with the composition of the floor and subflooring and the placement of utility and service lines in the subflooring to eliminate rocking and tipping over. 

6. Cancellation

6.1     If you cancel any order for Goods prior to the Delivery Date, we will charge you a cancellation fee of 20% to cover all costs, expenses and/or losses arising from the cancellation.  If you cancel your order within 90 days of the Delivery Date, we may also recover from you all reasonably and properly incurred costs and expenses thereby incurred as a result of the late cancellation.  Should you amend your order 7 days after Order Acknowledgement, we may also charge a fee of 20% of the value of the altered Goods.

6.2     If you are a consumer for the purposes of the Regulations, you may cancel any order for Goods at any time up to 30 days from delivery of the Goods by written notice to us provided that:

6.2.1   The Goods are unsatisfactory quality, unfit for a special purpose that you made known to us, or not as described;

6.2.2   You return the Goods and pay for the cost of return;

6.2.3   You retain possession of the Goods and take reasonable care of the Goods until return;

6.2.4   We shall, as appropriate, repair or replace the Goods or refund to you the price paid for the Goods (less any deductions which we are legally entitled to make) within a period not exceeding 30 days beginning with the day on which the notice of cancellation was given by you.

6.2.5   If you fail to return the Goods in accordance with Condition 6.2.2, then we may charge you for the direct costs of recovering the Goods.

6.3     We assume no responsibility for damage caused by return shipping or improper packaging. 

7. Risk and property

7.1       Risk or damage to or loss of the Goods will pass to you at the time of delivery.

7.2       Claims for loss or damage to the Goods in transit must be made by you directly to us within three days of receipt of the Goods.

7.3       The Goods should be signed for ‘not examined’ unless opened on receipt and found correct, otherwise we cannot accept responsibility for loss or damage to the Goods caused in transit.

7.4       If you notify us of a claim pursuant to Condition 7.2 and if the Goods, following inspection by us, are not found to be defective, our costs of inspection shall be borne by you. If the Goods are found to be defective, we shall at our option replace them or credit you with the Goods’ invoiced value or part thereof and this shall be the limit of our liability.

7.5       Title in the Goods shall not pass to you until we have received in cleared funds payment in full for the Goods and for all other goods agreed to be sold by us to you. Until such time you shall:

7.5.1   Keep the Goods separate from goods that belong to you and third parties, properly stored, protected, insured and identified as our property; and

7.5.2   (Provided that the Goods have not been resold by you) if requested by us deliver up the Goods to us and, if you fail to do so forthwith, allow us to enter upon your premises or the premises of any third party where the Goods are stored, in order to repossess the Goods.

8. Guarantee

8.1     Life Fitness offers a limited warranty on the Goods it sells, and that warranty varies from product to product. Current Warranty Tables are available at www.lifefitness.co.uk or on request. All Goods are warranted from the date of delivery against any manufacturing fault and in respect of defective materials, without any limitation on usage.

8.2     Our liability under this Condition 8 is limited to the repair or replacement of parts that in our opinion are defective and is in lieu of all other warranties of any kind expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and all other obligations or liabilities on our part (other than for consumer Goods). These defective parts will be repaired or replaced with new parts, new or reconditioned units, as may be reasonable in the circumstances.

8.3     This Condition 8 does not cover:

8.3.1   Insufficient or improper maintenance or improper operation by You;

8.3.2   Goods that have not been used or stored as detailed in any instruction or operation manual relating to the Goods, or use of parts or supplies that do not meet manufacturer’s specifications;

8.3.3   Modifications, alterations, maintenance, installation, repairs, or adjustments that have not been carried out by us or on our behalf;

8.3.4   Equipment that has been misused, vandalised, abused, including overloading, neglected, or cases where you or the user has not complied with the instructions given in any instruction or operation manual;

8.3.5   Routine maintenance, periodical checks and adjustments;

8.3.6   Normal wear and tear, including the replacement of parts, taking into account the usage of the Goods;

8.3.7   Damage or failure by fire, explosion, flooding, natural elements (e.g. floods), water exposure, corrosion, discoloration of paint or plastic, rust, adverse environmental conditions or resulting from accidents;

8.3.8   Damage or failure due to characteristics of the building such as power failure, failure to provide a power supply, or operating an environment that does not conform to the manufacturer’s specifications;

8.3.9   Any financial loss or loss of a nature specified in Condition 9.2 as a consequence of the Goods being unusable;

8.3.10 Your negligence or third party’s acts or omissions; or

8.3.11 Any other cause beyond our direct control.

8.4     Repair or replacement carried out under this Condition 8 does not extend the period of validity of any guarantee. Parts or units removed for replacement under this Condition 8 become our property. In the case of a change of ownership, subsequent owners will benefit from the remaining period of the guarantee provided that the conditions of application have been followed by each of the owners. 

9. Exclusion and limitation of liability

9.1     Our entire financial liability in respect of;

9.1.1   Any breach by us of the Contract; and

9.1.2   Any representation, statement or tortious act or omission including negligence arising from the supply of the Goods and/or the Services; shall be limited to the amount paid by you for the Goods and/or the Services.

9.2     We shall not be liable to you in any circumstances for any loss of profit, loss of business, loss of capital, loss of use, loss of power or power outages, cost of replacement power, depletion of goodwill or for any indirect, special, liquidated or consequential loss.

9.3     We give no representation or warranty as to any health benefits of use of the Goods or that use of the Goods is a suitable treatment for any medical condition. If your customers or persons who you allow to use the Goods are suffering from any medical condition they must consult a doctor prior to use of the Goods. We shall have no liability to you, your customers or persons who you allow to use the Goods, for death or personal injury caused by use of the Goods otherwise than in accordance with instructions or for the purpose for which the Goods were not designed.

9.4     We shall have no liability to you for damage to your property caused during installation unless you notify us of such damage within 7 days of installation.

10. If you, if a natural person, die or be subject of an order under the Mental Health Act 1959, of if any distress or execution is levied upon your property or assets, or if you shall offer to make a scheme or arrangement with creditors or commit any act of bankruptcy or, being a company, have a receiver, manager or administrative receiver appointed over any part of your undertaking or assets, or if a resolution for the winding up of the company be passed then we may treat all sums due or to become due on any accounts as immediately payable and suspend or cancel further delivery or require payment in advance or recover any Goods which are unsold wherever they are stored, or treat the Contract as terminated but without prejudice to any other rights which we may have.

11. Waiver.

Waiver by us of breach by you of any of these Conditions shall not be considered as a waiver of any subsequent breach of that or any other provision.

12. Subscription Services.

For any Subscription Services purchased pursuant to the Order Acknowledgement, You agree (a) to be bound by the terms hereof and Life Fitness' Subscription Agreement found at https://www.lifefitness.co.uk/en-gb/legal/subscriptions; and (b) the term set forth in the invoice (“Subscription Term”) shall be non-cancelable during the Subscription Term and will automatically renew for a term equivalent in length to the then expiring Subscription Term at Life Fitness' then current Subscription charges. Either You or us may elect to terminate any Subscription Services at the end of the then current Subscription Term by providing notice in compliance with the Subscription Agreement.

13. Miscellaneous

13.1   Unless otherwise provided, you may not assign any rights or delegate any duties hereunder.

13.2   We reserve the right to subcontract any or all of our obligations hereunder.

13.3   All Goods will comply as at Delivery Date with all relevant British (and European) Standards and legislation (“the Relevant Legislation”), and:

13.3.1 It is your responsibility to ensure that the premises in which the Goods are to be used also meet all Relevant Legislation.

13.3.2 If we are asked and agree to design a layout for the gym or other space where the Goods are to be installed or used, we shall in so doing have regard to the provisions of the Relevant Legislation and other safety considerations in preparing the design layout and the positioning within the premises of the Goods but shall not accept any liability of whatsoever nature for your failure to comply with our designs or other recommendations. Further you shall indemnify us against all liability we may incur or suffer by virtue of your failure to comply with our recommendations or for deviating from design(s) or by otherwise failing to comply with the Relevant Legislation insofar as it relates to the positioning of the Goods to the extent that the installation or positioning of the Goods is at variance with our design or other recommendations.

13.4   These Conditions shall be subject to and construed in accordance with English Law and you submit to the jurisdiction of the English Courts.

13.5   We shall not be liable to you for any failure or delay in performance of the Contract if it is due to any event beyond our reasonable control including, without limitation, acts of God, pandemic or epidemic, diseases, quarantines, unavoidable casualties, concealed conditions, acts of any civil or military authority; riot, insurrections, and civil disturbances; war, industrial disputes, fire, flood, tempest and national emergencies, embargoes; shortage or unavailability of labor, supplies, materials, equipment or systems; fire, transportation contingencies; laws, statutes, regulations, and other legal requirements, orders or judgments; acts or order of any government or agency or official thereof, other catastrophes or any other similar occurrences.  In the event that our work is delayed, impeded or rendered costlier by an event of force majeure, We shall provide you with at least ten (10) days’ prior written notice advising you of any price increase and we shall be entitled to a reasonable extension of time for performing our obligations.           

Rev. 01/01/2022