ADDITIONAL TERMS AND CONDITIONS

• Payment: Cash in Advance, Credit Card, or approved payment terms as stated within the quote subject to Design2Wellness normal credit approval process.
• Prices are quoted in USD and valid only for products whose destination is in the United States.
• Quoted Sales Tax is an estimate only based on information provided in the quote. Applicable Sales Tax will be included on final order unless valid tax exemption certificate is on file.

STANDARD TERMS AND CONDITIONS AGREEMENT:

The credit application, product quotation, purchase orders, shipping documents and these terms and conditions of sale constitutes a continuing sale Agreement between Design2Wellness and Buyer, as set forth at the end of this product quotation Agreement, for the purchase of any product and services to be provided by Design2Wellness to Buyer. Design2Wellness sales representatives do not have the authority to change or modify the terms and conditions of this Agreement.

PURCHASE ORDER:

Buyer may provide Buyer’s standard form of purchase order to place orders for product and service, but any terms and conditions on such standard form which are in addition to or inconsistent with the terms and conditions of this Agreement will be deemed stricken from such order. If Buyer does not deliver written objection to the terms hereof which are different than those appearing on the Buyer’s purchase order, Buyer agrees to all Design2Wellness terms and conditions. All purchase orders shall be made or confirmed in writing and are subject to acceptance by Design2Wellness. The Buyer shall be responsible for all costs and fees incurred by Design2Wellness for refused shipments, including freight and insurance costs. Orders canceled less than thirty (30) days from originally scheduled shipment date will be subject to a cancelation fee of 25% of the value of the purchase order.

CUSTOM PRODUCT:

Design2Wellness requires a non-refundable 50% down payment for all custom products. A purchase order for custom product contractually obligates the Buyer to take delivery. Custom orders are non-cancelable and may not be rescheduled without the prior approval of a corporate officer of Design2Wellness, which may be withheld at the sole and absolute discretion of Design2Wellness. All custom orders have an up charge to be determined by Design2Wellness. All build to order custom product orders canceled less than thirty (30) days from the original scheduled delivery date will be subject to a 25% cancelation fee. Design2Wellness, in its sole discretion, may waive the 50% down payment. If Design2Wellness has waived the down payment, and Buyer thereafter cancels the order, Buyer agrees to pay a 25% cancelation fee related to the custom portion of the canceled order plus an additional amount of 25% of the total value of the canceled order.

SHIPMENTS:

F.O.B. shipping point shall be manufacturer warehouse unless otherwise specified. Risk of loss with respect to all products shall pass to Buyer at the time of delivery of the products to the carrier for shipment. The Buyer assumes all risk involved in the transportation and handling of the equipment or goods once it has left the manufacturer warehouse, including, but not limited to, damage during shipment. The Buyer is advised that inspection should be made of any equipment or goods before accepting delivery. Acceptance of delivery constitutes acceptance of goods. The Buyer may file its own claim for any type of damages directly with the carrier in the event of any loss or damage during transportation and must make payment for any equipment of goods purchased from Design2Wellness regardless of any dispute the Buyer may have with any carrier or agents. Design2Wellness will attempt in good faith to ship on or before any scheduled shipment date. Buyer acknowledges that Design2Wellness may, from time to time, be subject to manufacturer production or shipping delays. Delay in shipment or delivery of any particular installment shall not alone relieve Buyer of its obligation to accept subsequent installments. Design2Wellness may provide reasonable notice to Buyer in the event of material delays in connection with partial shipment of an order. Design2Wellness will use its best efforts to deliver as specified, but in no event will Design2Wellness be liable for any damage, consequential or otherwise, arising from any failure of Design2Wellness to meet any delivery date.

RETURNS:

Any Custom Products and/or Customer modified Standard Products ordered from Design2Wellness are non-cancelable and/or nonreturnable. Credit may be issued only on those items that are stock items of standard manufacture and in new, salable time, without prior notice to Buyer. Should any new price result in an increase in the price of any product or services, the increased price shall apply to any Buyer order placed after the effective date of the new price. For orders that are placed for delivery more than ninety (90) days into the future, Design2Wellness reserves the right to review and adjust the agreed upon pricing within thirty (30) days of fulfilling the purchase order.

WARRANTY:

EACH NEW PRODUCT WILL CARRY ITS OWN LIMITED WARRANTY AS SET FORTH BY THE MANUFACTURER. SUCH WARRANTY WILL BE BUYERS SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING CONSE- QUENTIAL DAMAGES. ALL PREVIOUSLY USED AND REFURBISHED PRODUCTS AND PRODUCTS USED AS DEMONSTRATION MODELS ARE SOLD “AS IS” WITHOUT WARRANTY UNLESS A WRITTEN WARRANTY IS PROVIDED AT THE TIME OF THE SALE OF “AS IS” EQUIPMENT. OTHERWISE, ALL USED, REFURBISHED AND OR DEMONSTRATION EQUIPMENT SOLD IS SUBJECT TO THE FOLLOWING DISCLAIMER: ALL GOODS ARE SOLD “AS IS”, “WHERE AT”, AND “WITH ALL FAULTS”. DESIGN2WELLNESS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS. IN NO EVENT SHALL DESIGN2WELLNESS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE LOSS OR DAMAGE WHETHER BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE. PURCHASER ASSUMES ANY AND ALL RESPONSIBILITY AND LIABILITY IN CONNECTION WITH OR ARISING OUT OF THE HANDLING, USE, OPERATION, AND/OR RESELL OF THE GOODS.

INSTALLATION:

The buyer may choose to contract with Design2Wellness to install the purchased product. At the time the order is placed, the buyer will provide Design2Wellness with an installation date. Design2Wellness will make reasonable commercial efforts to install the product on or before the installation date. Product held more than 10 days after the installation date at the Buyer’s request will be subject to a 15% restocking fee. Product held more than 30 days past the installation date at the buyer’s request will be subject to a 15% restocking fee as well as a reasonable storage fee. With the exception of Grand Openings, partial installations require the installed product to be paid per the terms of the invoice. If the Buyer chooses to not contract Design2Wellness to deliver and/or install the purchased product, the standard warranty will be modified as follows: (1) Damage to the purchased product incurred during delivery or caused due to poor or improper installation will not be covered; (2) The portion of the standard warranty not modified will begin to run from the date the product was purchased and not from the date the product was installed; (3) The customer will be responsible to pay the full cost of any repair occasioned by improper delivery or improper installation as determined solely by Design2Wellness; (4) Customer will indemnify and hold Design2Wellness harmless from any and all causes of action, suits or claims for damages relating to or arising from a claim of injury by a user of the purchased product in which a contributing cause of the accident resulting in injury is due to improper delivery and/or improper installation of the purchased equipment including failure to bolt or secure all strength equipment to the floor.

PROPER USAGE:

It is imperative that equipment is used properly to avoid injury. Buyer agrees that the equipment will not be used in any way other than as designed or intended by the manufacture, specifically including, but not limited to the following: 1) Keep hands and feet clear of moving parts at all times. 2) Read all machine instructional placards and warnings and direct any questions to a qualified fitness professional prior to use. 3) All strength equipment MUST be secured (bolted and tightened) to a solid, level surface to ensure stabilization and eliminate rocking and tipping.

PAYMENT:

Payment is per the terms in the Additional Terms and Conditions section of this quote. Upon order acceptance, alternate payment terms may be established per Buyer’s request subject to Design2Wellness normal credit approval process. Buyer agrees to submit to Design2Wellness such financial information as may from time to time be reasonably requested by Design2Wellness for the establishment and continuation of credit terms. Design2Wellness reserves the right to exercise any of its lawful remedies if Buyer does not make payment when due. Without limiting the provisions of the immediately preceding sentence, Buyer’s failure to pay any invoice for the products and/or services when due shall entitle Design2Wellness to delay shipment of orders placed by Buyer and, at Design2Wellness option, to cancel any pending orders placed by Buyer. Design2Wellness shall have the right to offset and deduct from any amounts due Buyer all sums owning from Buyer to Design2Wellness. To secure the payment and performance of all obligations due and owed by Buyer to Design2Wellness here under, Buyer hereby grants Design2Wellness a Uniform Commercial Code purchase money security interest in products purchased from Design2Wellness here under and the proceeds there from. This Agreement constitutes a security agreement between Buyer, as debtor, and Design2Wellness, as secured party, under the Uniform Commercial Code, and Design2Wellness has the rights and remedies of a secured party hereunder. Buyer hereby appoints Design2Wellness as its attorney in fact to execute such financing statements as may be required, from time to time, to perfect the security interest granted herein. There will be a $25.00 service charge for each returned check.

MISCELLANEOUS:

Force Majeure. Delivery dates as set forth in any proposal, quote, estimate or sales order or any confirmation thereof shall be determined to be estimates only. Design2Wellness shall not be liable for delays in performance of any of its obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond its reasonable control, including but not limited to acts of God, strikes and other industrial disturbances, failure of raw material vendors, terrorism, failure of transport, accidents, wars, riots, insurrections, or orders of government agencies. Performance shall be resumed as soon as possible after cessation of such cause.