TERMS OF SALE
1.1 In these Terms:
“Buyer” means the person who accepts Gym Equipment Online written quotation for the sale of the Goods or whose Written order for the Goods is accepted by Gym Equipment Online;
“Goods” means the goods (including any instalment of the goods or any parts for them) which Fitness Systems is to supply in accordance with these Terms;
“Contract” means the contract for the sale and purchase of the Goods;
“INCOTERMS” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in Gym Equipment Online at the date when the Contract is made;
“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and Gym Equipment Online;
“Writing” and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 Gym Equipment Online shall sell and the Buyer shall purchase the Goods in accordance with Gym Equipment Online Written quotation (if accepted by the Buyer), or the Buyer’s Written order (if accepted by Gym Equipment Online), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised representative of the Buyer and a director of Gym Equipment Online.
2.3 Gym Equipment Online employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Gym Equipment Online in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4 Any advice or recommendation is given by Gym Equipment Online or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Gym Equipment Online is followed or acted on entirely at the Buyer’s own risk, and accordingly Gym Equipment Online shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Gym Equipment Online shall be subject to correction without any liability on the part of Gym Equipment Online.
3 Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted byGym Equipment Online unless and until confirmed in Writing by a director of Gym Equipment Online.
3.2 The Buyer shall be responsible to Gym Equipment Online for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Gym Equipment Online any necessary information relating to the Goods within a sufficient time to enable Gym Equipment Online to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of the Goods and any specification for them shall be as set out in Gym Equipment Online quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by Fitness Systems).
4 Price of the Goods
4.1 The price of the Goods shall be Gym Equipment Online quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Fitness published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, Gym Equipment Online published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by Gym Equipment Online without giving notice to the Buyer.
4.2 Gym Equipment Online reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Gym Equipment Online which is due to any factor beyond the control of Gym Equipment Online (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Force adequate information or instructions.
4.3 Except as otherwise stated in Gym Equipment Online Written quotation or in any price list of Gym Equipment Online, and unless otherwise agreed in Writing between the Buyer and Gym Equipment Online, all prices are given by Gym Equipment Online on an ex works basis, and where Gym Equipment Online agrees to deliver the Goods otherwise than at Gym Equipment Online premises, the Buyer shall be liable to pay Gym Equipment Online charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Gym Equipment Online.
5 Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer and Gym Equipment Online, Gym Equipment Online may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event Gym Equipment Online shall be entitled to invoice the Buyer for the price at any time after Gym Equipment Online has notified the Buyer that the Goods are ready for collection or (as the case may be) Gym Equipment Online has tendered delivery of the Goods.
5.2 Provided Gym Equipment Online has supplied the Buyer with an invoice the Buyer shall pay the price of the Goods at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods within 3 days of the date of Gym Equipment Online invoice, and Gym Equipment Online shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.
5.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to Gym Equipment Online, Gym Equipment Online may:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Fitness Systems) as Gym Equipment Online may think fit (not with standing any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest calculated on a daily basis (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above National Westminster Bank PLC’s base rate from time to time, until payment in full is made.
5.4 If Gym Equipment Online apprehends that the Buyer has committed or is about to commit any act which Gym Equipment Online deems to be an act of insolvency, without limiting any other right or remedy available to Gym Equipment Online, Gym Equipment Online may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
6.1 Delivery of the Goods shall be made by Gym Equipment Online, delivering the Goods to the delivery address set out in the quotation/order (as appropriate).
6.2 Any dates quoted for delivery of the Goods are approximate only and Gym Equipment Online shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by Gym Equipment Online in Writing. The Goods may be delivered by Gym Equipment Online in advance of the quoted delivery date on giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Gym Equipment Online to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Buyer fails to take delivery of the Goods or fails to give Gym Equipment Online adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Gym Equipment Online fault) then, without limiting any other right or remedy available to Gym Equipment Online, Gym Equipment Online may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.
7 Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time whenGym Equipment Online has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until Gym Equipment Online has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Gym Equipment Online to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Gym Equipment Online fiduciary agent and bailee, and shall keep the Goods properly stored, protected and insured and identified as Gym Equipment Online property.
7.4 Until such time as the property in the Goods passes to the Buyer, Gym Equipment Online may at any time require the Buyer to deliver up the Goods to Gym Equipment Online and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Gym Equipment Online, but if the Buyer does so all moneys owing by the Buyer to Gym Equipment Online shall (without limiting any other right or remedy of Gym Equipment Online) forthwith become due and payable.
8 Warranties and liability
8.1 Subject to the following provisions, Gym Equipment Online warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of  months from the date of delivery unless stated otherwise on quote.
8.2 The above warranty is given by Gym Equipment Online subject to the following conditions:
8.2.1 Gym Equipment Online shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Gym Equipment Online instructions including servicing instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without Gym Equipment Online approval;
8.2.2 Gym Equipment Online shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
8.3 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to Force within 21 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify Gym Equipment Online accordingly, the Buyer shall not be entitled to reject the Goods and Fitness Systems shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.5 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to Gym Equipment Online in accordance with these Terms, Gym Equipment Online may replace the Goods (or the part in question) free of charge or, at Gym Equipment Online sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case Gym Equipment Online shall have no further liability to the Buyer.
8.6 Except in respect of death or personal injury caused by Gym Equipment Online negligence, or liability for defective products under the Consumer Protection Act 1987, Gym Equipment Online shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Gym Equipment Online, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of Gym Equipment Online under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
8.7 Gym Equipment Online shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Gym Equipment Online obligations in relation to the Goods, if the delay or failure was due to any cause beyond Gym Equipment Online reasonable control.
9.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at the address detailed in the quotation or order form.
9.2 No waiver by Gym Equipment Online of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
9.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
10 Consumer contracts
10.1 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms and the following additional provisions shall apply and shall take precedence in the event of any conflict with any other Terms:
10.2 The Buyer shall be entitled to serve notice in Writing to Gym Equipment Online within 7 working days, (such period commencing on the day after the day of delivery of the Goods) cancelling the Contract Provided that the Goods are in new condition (ie unused).
10.3 Following the giving of such notice:
10.3.1 the Buyer must retain possession of the Goods and take reasonable care of them and make them available for collection.
10.3.2 Gym Equipment Online will notify the Buyer within 21 days of the day upon which the Goods will be collected.
10.3.3 Gym Equipment Online will refund to the Buyer within 30 days the price paid by the Buyer for the Goods less the cost of collection of the Goods.
10.4 Gym Equipment Online Limited’s address for all purposes (including complaints) isUnit 1 Haliiwell Mill, Bertha street , Bolton, BL21 8AH
10.5 Details of the warranty and guarantee relating to the Goods is set out in clause 8 above.