DRAX FITNESS UK LTD

STANDARD TERMS AND CONDITIONS OF CONTRACT

FOR THE SUPPLY AND INSTALLATION OF GOODS


These Conditions may only be varied with the written agreement of the Contractor. No terms or conditions put forward by the Client shall form any part of the Contract unless specifically agreed in writing by the Contractor.


DRAX Fitness UK Ltd own and operate www.optifitoutdoor.com, www.outdoorfitnessconcepts.com, www.hoistfitness.co.uk and www.draxfit.co.uk therefore any such transactions related to these platforms will be supplied under these Terms and Conditions of Contract.


1. DEFINITIONS


For the purpose of these Terms and Conditions, the following words shall have the following meanings:


  “Client” means the person named as such in the Quotation;


“Contract” means the Contract between the Client and the Contractor for the supply and / or installation of Goods comprising the Quotation, these Terms and Conditions and any other documents specified in the Quotation or any specific terms and conditions agreed in writing by the Contractor;


“Contractor” means DRAX Fitness UK Ltd, including www.outdoorfitnessconcepts.com and www.hoistfitness.co.uk;


“Contract Price” means the price payable by the Client to the Contractor for the supply and / or installation of Goods as shown in the Quotation, (and as varied in accordance with the Contract);


“Completion Date” means the date on which the supply and / or installation of Goods are complete;


“Delivery Address” shall be the point/s of delivery as specified on the Quotation;


“Delivery Date” means the date of delivery of the Goods as agreed between the parties;


“Delivery Only” means the Client takes responsibility of the Goods following delivery in accordance with Clause 8.3 (Goods Upon Delivery);

“Goods” means such materials, items, products, equipment, and other types of goods that are supplied by the Contractor in accordance with the Quotation or any specific terms and conditions agreed in writing by the Contractor;


“Installation” means the installation of any and all Goods supplied by the Contractor, such installation including any actions that are necessary to attach the Goods to the building or grounds, and connections as required for the full performance of the Goods in accordance with the Quotation or any special terms and conditions agreed in writing by the Contractor;


“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property;


“Non-Stocked Goods” means any and all custom-made Goods/equipment that is manufactured  specifically for the Client with custom colours, custom upholstery and custom logos, and all outdoor Goods/equipment which are non-refundable;


 “Quotation” means the Contractor's signed Quotation referring to the overall agreement which forms the legal Contract between the Client and the Contractor;


“Stocked Goods”  means Goods that are held in stock in the Contractor’s UK Warehouse and are only refundable in accordance with Clause 6 (Cancellation/Refund); and


“Suitable Storage” means an area within the Clients facility made available for short term storage until installation of the Goods takes place that is not exposed to inclement weather, dampness and must be free from pest infestations.


2. CONTRACT FORMATION


2.1 Acceptance of the Contractor's Quotation by the Client constitutes the Contract for the Contractor to supply and / or install the Goods in accordance with these Terms and Conditions.


2.2 These conditions shall apply to all Contracts for the supply and / or installation of Goods by the Contractor to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may seek to apply under any purchase order, order confirmation or similar document.


 2.3 All orders for the supply and / or installation of Goods shall be deemed to be an offer by the Client for the supply and / or installation of Goods pursuant to these Conditions.

2.4 Any variation to these Conditions (including any specific terms and conditions agreed between the parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Contractor.

 2.5 Any advice, recommendation or representation given by the Contractor to the Client as to the storage, application, installation or use of the Goods or otherwise which is not confirmed in writing by the Contractor is followed or acted upon entirely at the Client’s own risk, and, accordingly, the Contractor shall not be liable for any such advice, recommendation or representation which is not so confirmed.


3. CONTRACTORS’ OBLIGATIONS


3.1 The Contractor will exercise reasonable skill and care in the supply and / or installation of Goods.


3.2 The Contractor shall ensure the Goods are packed and supplied in such a manner as to reach the Delivery Address in good condition, and that the packaging and supply complies with all relevant statute and regulations.


3.3 Where the Contractor is responsible for the delivery and installation of the Goods the Contractors’ specialist installation team will be responsible for the opening and unpacking of Goods and install the Goods/equipment at a pre-determined time as agreed between the Contractor and the Client.


3.4 Where the Contractor is responsible for the delivery and installation of the Goods the  Contractor shall remove all packaging material from the Clients’ premises associated with the delivery of Goods. 


4. CLIENTS’ OBLIGATIONS


4.1 Delivery of the Goods shall take place at the address specified in the Quotation on the date specified by the Contractor. Should the Client wish to change the delivery address of the Goods after the order has been placed with the Contractor, the Contractor reserves the right to apply additional delivery charges dependent on the new location. 


4.2 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. Should the Client not make necessary arrangements for the delivery of the Goods the Contractor shall deem the Goods undeliverable and return the Goods to its warehouse. The Contractor reserves the right to charge reasonable costs for transportation, storage, insurance and re-arrangement of the delivery of the Goods at a time suitable to the Contractor, such charges will be applied from the agreed Delivery Date until the subsequent alternative Delivery Date. If the Contract is for Delivery and Installation services, the subsequent Delivery and Installation could take up to a further eight weeks.


4.3 The Client will provide a secure and Suitable Storage area to house the Goods awaiting Installation by the Contractor in accordance with the agreed installation schedule. Any such storage shall be at the risk of the Client. 


4.4 The Client will give the Contractor access to the premises as reasonably required by the Contractor to enable him to carry out the provision of services without interference by the Client or by other contractors of the Client. Should the Contractor be unable to instal the Goods as agreed due to access issues into the facility or at the facility, the Client will become responsible for the safe and Suitable Storage of the Goods until the Contractor, at a suitable time to the Contractor, will return to the Clients facility to instal the Goods as subsequently agreed.  The Client is required to pay the Contractor any such fees, time and travel  costs, in relation to the additional visit to instal the Goods. Any such storage shall be at the risk of the Client. 


4.5  The Client is responsible for ensuring all allocated areas where Goods are to be installed meet all current Health and Safety Regulations, are clear of obstructions, have adequate lighting and are vacated by other contractors of the Client and gym/outdoor facility members/visitors, in order for the Contractor to comply with Health & Safety Regulations to perform the required services. Should the Contractor be unable to instal the Goods as agreed or take longer to do so due to any Health and Safety issues, the presence or interference of other Client contractors or gym member/visitor, the Contractor will refuse to perform the required services and the Client will become responsible for the safe and Suitable Storage of the Goods until the Contractor, at a suitable time to the Contractor, will return to the Clients facility to instal the Goods in a suitable location as determined by the Contractor.  The Client is required to pay the Contractor any such fees, time and travel costs, in relation to the additional visit to instal the Goods . Any such storage shall be at the risk of the Client. Alternatively, the Contractor shall under the provision of Clause 19 (Variation) provide a reasonable cost to the Client for any additional time taken to perform the services under the Contract in such conditions.


4.6 The Client is responsible for ensuring there is adequate space and headroom available to accommodate the ordered Goods, this information shall be specified on the Quotation. Should the Contractor be unable to instal the Goods as agreed due to insufficient space and headroom, the Client will be responsible for locating a different area for the Contractor to install the Goods or, the Client will become responsible for the safe and Suitable Storage of the Goods until the Contractor, at a suitable time to the Contractor, will return to the Clients facility to instal the Goods in a suitable location as determined by the Contractor.  The Client is required to pay the Contractor any such fees, time and travel costs, in relation to the additional visit to instal the Goods. Any such storage shall be at the risk of the Client. 


4.7 The Client is responsible for the removal or relocation of any existing Goods/equipment that are installed in the location intended to accommodate the Contractors Goods, prior to the agreed delivery schedule. Should the Contractor be unable to instal the Goods as agreed due to the existing equipment not having been removed,  the Client will be responsible for locating a different area for the Contractor to install the Goods only if the new area is suitable for the installation of such equipment or, the Client will become responsible for the safe and Suitable Storage of the Goods until the Contractor, at a suitable time to the Contractor, will return to the Clients facility to instal the Goods in a suitable location as determined by the Contractor.  The Client is required to pay the Contractor any such fees, time, and travel costs, in relation to the additional visit to instal the Goods. Any such storage shall be at the risk of the Client. Alternatively, the Client may request the Contractor, under the provision of Clause 19 (Variation) to move the equipment on their behalf. The Contractor shall provide the Client with a reasonable cost variation but has sole discretion to accept such variation. 


4.8 Where the Goods are to be installed by the Contractor this shall be specified on the Quotation. The Client shall not on the delivery of the Goods or thereafter, open any packaging containing the Goods, remove or obscure labels or other markings on the packaging, doing so will render the Contractor free from any and all liability.


4.9 Where the Client is responsible for the Installation of the Goods, this shall be specified on the Quotation. The Client agrees that the Goods will be installed in accordance with the manufacture recommendations, specifically including, but not limited to the following:


  • Allow a minimum clearance space of 1.85m (meters) behind all treadmills and My Mountain; and
  • All strength equipment MUST be secured (bolted and tightened) to a solid, level surface to ensure stabilisation and eliminate rocking or tipping. The Contractor recommends the installation of such equipment is performed by a licensed contractor and meets manufacturers installation instruction requirements. The Contractor will not be liable for any issues regarding strength equipment which it has not installed.


4.10 Where the Goods are delivered on a Delivery Only basis the Client takes total responsibility for the Goods from the point of delivery, that point of delivery is the kerbside adjacent to the Clients premises; the Client is responsible for the transportation of the Goods indoors, safe and Suitable Storage, unpacking and disposal of packaging material and the subsequent Installation of such Goods.  The Contractor shall not be liable for any accidents or damage caused during the delivery, storage process or improper installation of the Goods at the Clients’ facility.


4.11 Where the  Client is responsible for the Installation of the Goods the Client is, upon opening the packaging of the Goods required to take photographic evidence of any damage or any discrepancies or variances of any kind between the quantity or extent of Goods delivered and the quantity or extent of the Goods described on the delivery documentation. Any claim for loss or damage, supplemented with photographic evidence must be sent to the Contractor within three (3) business days of receipt of the Goods. Failure to inform the Contractor within this timeframe shall result in the Contractor being free from any and all liability.


4.12 The Client will provide the following services to the Contractor (unless otherwise agreed by the Contractor):


  • Access to 240v power;
  • Adequate lighting to perform the services of the Contract;
  • Access to mains water supply; and
  • Toilet and hand-washing facilities.


4.13 Outdoor Equipment - Site underground utility and drainage plans or mapping must be provided by the Client, if necessary, and if available before commencement of any enabling works, otherwise an underground utility mapping survey may be required prior to commencement of the services on site. The Client can arrange this and provide the report to the Contractor or request a quotation from the Contractor for doing so.


4.14 Outdoor Equipment - If the Client wishes the Contractor to remove or carry out any works to any trees as part of the Contract, the Client must confirm to the Contractor in writing prior to the start of any works that these trees are not protected by legislation. Failure to confirm this will result in the Contractor delaying commencement of such works until written confirmation is received. The Contractor will reschedule the completion of the Contract as necessary, and any costs incurred by the Contractor due to this delay may be passed on to the Client.


5. CONTRACT PRICE & PAYMENT TERMS


5.1 The Contract Price is stated in the Quotation, and it may only be varied where a mechanism for price variation is agreed by the Contractor and incorporated elsewhere in this Contract. 


5.2 The Client shall pay the Contractor the Contract Price in accordance with the payment terms in the Quotation or any specific terms and conditions agreed in writing by the Contractor.


5.3 Payment for Stocked Goods shall be made in full prior to the Goods being despatched. Should the Client not pay the full amount the Contractor will not despatch the Goods and if installation services are required, any installation schedule will be re-arranged. A subsequent Installation could take up to a further eight weeks.


5.4 Payment terms for Non-Stocked Goods is 50% upon order, once this payment is received the Contractor shall place the order with the manufacturer. To enable the release of the Goods at a UK port the Contractor requires the remaining 50% balance to be paid seven (7) days prior to the Goods arriving at said port. Should the Client not pay the full amount the Goods will not be released by the freight organisation and the Client shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Contractor or disposed of elsewhere. Any delay will also impact the installation schedule and the Contractor reserves the right to charge reasonable costs for storage, insurance and re-arrangement for the delivery of the Goods at a time suitable to the Contractor, such charges will be applied from the agreed Delivery Date until the subsequent alternative Delivery Date.  If the Contract is for Delivery and Installation services, the subsequent Delivery and Installation could take up to a further eight weeks.

5.5 Where payment for Stocked Goods and Non-Stocked Goods is being organised and paid for by a finance organisation the payment terms are 40-50% upon order with the remaining balance being paid in full on completion of the Installation by the Contractor. Alternative payment terms may be applied if agreed before the order has been placed with the manufacturer.


5.6 If the Client fails to pay any amount properly claimed, the Contractor may suspend all or any of his obligations under the Contract until the payment is received after giving at least 7 days’ notice to the Client of his intention to suspend with reasons. Any period of suspension will entitle the Contractor to any reasonable costs he incurs as well as an extension of time for completion of the supply and / or Installation of Goods.


5.7 Late payment entitles the Contractor to interest at the statutory rate of interest under the Late Payment of Commercial Debts Regulations from the due date until the date of actual payment or 8% p.a. above the Bank of England base rate if the Act does not apply.


5.8 Prices are quoted exclusive of VAT which will be added as appropriate and payable by the Client. 


6. CANCELLATION/REFUND  


6.1 Non-Stocked Goods - Once the Client has signed and returned to the Contractor the Contractors’ Quotation or placed an order and paid a 50% deposit, the Client does not have a right to cancel the Goods and services ordered, claim a refund or invoke its’ right of withdrawal to decline to accept delivery of said Goods and services as all Goods are custom manufactured specifically to Clients individual specifications, and therefore are clearly personalised. The Client will not be entitled to any reimbursement of such deposit.


6.2 Stocked Goods cancelled prior to seven (7) days of the scheduled Delivery Date - The Client is entitled to a full refund if they cancel the order prior to seven (7) days (exclusive of weekend days) of the scheduled Delivery Date.


6.3 Stocked Goods cancelled within seven (7) days of the scheduled Delivery Date - Should the Client cancel an order for Stocked Goods within seven (7) days (exclusive of weekend days) of the scheduled Delivery Date; the Contractor shall charge the Client a restocking fee of £200 plus VAT for each piece of Goods/equipment ordered therefore the refund amount shall be deducted accordingly.


7. DELIVERY


7.1 Unless otherwise agreed in writing by the Contractor, delivery of the Goods shall take place at the address specified in the Quotation on the date specified by the Contractor. The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.


7.2 The date of delivery specified by the Contractor is an estimate only. Time for delivery shall not be of the essence of the Contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed, and the Client shall have no right to damages or to cancel the order for failure of any cause to meet any Delivery Date stated.


7.3 If the Contractor is unable to deliver the Goods for reasons beyond its control, then the Contractor shall be entitled to place the Goods in storage until such time as delivery may be affected. The Contractor reserves the right to charge reasonable costs of transportation, storage, insurance and the re-arrangement of the delivery of the Goods at a time suitable to the Contractor, such charges will be applied from the agreed Delivery Date until the subsequent alternative Delivery Date. If the Contract is for Delivery and Installation services, the subsequent Delivery and Installation could take up to a further eight weeks.


7.4 The Contractor shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Contractor to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat any other related contract as repudiated.

7.5 Where the Client requires delivery of the Goods by instalments, rescheduling requires the Contractor’s written agreement. Each delivery shall constitute a separate contract and failure by the Client to pay the price in respect of any instalment shall entitle the Contractor to treat any other related contract as repudiated in addition to any other rights of the pursuant to these Conditions.


8 GOODS UPON DELIVERY


8.1 Where the Goods are to be installed by the Contractor, the Contractor is responsible for the opening and unpacking of Goods at the Clients’ site at a pre-determined time as agreed between the Contractor and the Client. The Client must not on the delivery of the Goods or thereafter, open any packaging containing the Goods, remove or obscure labels or other markings on the packaging. Should the Client open or interfere with any packaging or markings, no claim for defect, damage or quality issues will be entertained by the Contractor.


8.2 Delivery of the Goods will be agreed in writing by the Contractor and the Client and will take the form of the following:


8.2.1 The Goods will be delivered direct to the Clients premises, where the Client will be responsible for the safe and Suitable Storage of the Goods until the Contractor installs the Goods on a predetermined date agreed by both parties; or


8.2.2  The Goods will be delivered to the Clients premises at a time agreed by both parties and the Contractors’ installation team will be available to take responsibility for the Delivery and Installation of the Goods.


8.3 Delivery Only - Where the Goods are delivered on a Delivery Only basis, this will be specified on the Quotation. The Contractor will arrange for the Goods to be delivered direct to the Clients premises, the Client shall sign the delivery note as acceptance of the Goods and shall take total responsibility for the Goods from that point, that point of delivery is the kerbside adjacent to the Clients premises; the Client is responsible for the transportation of the Goods indoors, safe and Suitable Storage, unpacking and disposal of packaging materials and the subsequent Installation of such Goods.  The Contractor recommends that the Client adheres to all-manufacturer’s installation instructions and that Installation is completed by a licensed contractor. The Contractor shall not be liable for any accidents or damage caused during the delivery and storage process, or by the improper installation of the Goods at the Clients’ facility.


9 RETENTION OF TITLE 


9.1 The Goods shall remain the property of the Contractor until full payment is made of any amount due by the Client under the Quotation or any subsequent written instruction including any agreement under Clause 19 (Variation). Should for whatever reason full payment is not forthcoming the Client is responsible for any default interest and any expense incurred by the Contractor for the recovery of such amounts. 


9.2 The Client undertakes to notify the Contractor of any action or claim by any third party relating to repossession of any Goods not fully paid for by the Client, or any attempt thereof. Such notice shall be executed in due time in order to allow the Contractor to act against the third party, without any prejudice to the Clients liability in case of actions by the third party which may affect the Contractors rights. 


9.3 Should the Client be subject to any insolvency proceedings, the Client undertakes to allow the Contractor to take possession of any Goods not paid for in full without any prior notice and undertakes to allow the Contractor to access its premises, bearing all the expenses related to the collection of the Goods. The Client shall refrain from engaging in any activity or behaviour that could prevent the Contractor from identifying and recovering the Goods under this Clause (Retention of Title) and shall enter into all the necessary insurance policies to hold the Contractor indemnified against any possible damage to the Goods or to third parties.


10 RIGHT TO ACCESS


10.1 The Client shall guarantee the Contractor and/or its subcontractors, free and timely access to the premises and/or sites where the installation services shall be performed. In case of failure by the Client to grant the access or in case of delays, caused or attributable by the Client to the Contractor, the Client shall pay the cost of any unperformed activity and any other costs and expenses incurred by the Contractor in connection with the non-performance of the services, such as  reasonable costs of transportation, storage, insurance and re-arrangement of the delivery of the Goods without prejudice to the Contractor’s other rights, including any right to recover compensation for damages. These charges will be applied from the date of the failed access until a subsequent alternative Delivery Date suitable to the Contractor. If the Contract is for Delivery and Installation services, the subsequent Delivery and Installation could take up to a further eight weeks.

11 INSTALLATION


11.1 Where the Contractor is responsible for the Installation of the Goods, such services shall be specified on the Quotation. The Contractor shall install the Goods at a date agreed with the Client, in accordance with the manufacturer’s instructions.


11.2 Where the Client is responsible for the Installation of the Goods, this shall be specified on the Quotation. The Client agrees that the Goods will be installed in accordance with the manufacture recommendations, specifically including, but not limited to the following:


  • Allow a minimum clearance space of 1.85m (meters) behind all treadmills and My Mountain; and
  • All strength equipment MUST be secured (bolted and tightened) to a solid, level surface to ensure stabilisation and eliminate rocking or tipping. The Contractor recommends the installation of such equipment is performed by a licensed contractor and meets manufacturers installation instruction requirements. The Contractor will not be liable for any issues regarding strength equipment which it has not installed.


11.3 Where the Client is responsible for the Installation of the Goods, this shall be specified on the Quotation and the Contractors’ standard warranty will be modified as follows:

  1. Damage to the Goods incurred  due to poor or improper Installation will not be covered; and
  2. The portion of the standard warranty not modified will begin to run from the date the Goods were delivered and not from the date the Goods were installed.


11.4 The Client will be responsible to pay the full cost of any repair occasioned by improper  installation as determined solely by the Contractor.


11.5 The Client will indemnify and hold the Contractor 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 Goods in which a contributing cause of the accident resulting in injury is due to improper installation of the Goods by the Client or a contractor of the Client, including failure to bolt or secure all strength equipment to the floor and follow the manufacturers’ instructions for all Goods supplied by the Contractor.

11.6 The Contractor shall not be liable for any accidents or damage caused by the improper installation of the Goods at the Clients’ facility.


12 ACCEPTANCE


12.1 The Client shall be deemed to have accepted the supply and / or Installation of Goods on the day of Delivery/Installation and accordingly no claim for defect, damage or quality issues will be entertained. After acceptance, the Client shall not be entitled to reject Goods which are not in accordance with the Contract.

12.2 The Client shall not remove or otherwise interfere with the branding marks or other intellectual property on the Goods.

12.3 The Contractor reserves the right to charge reasonable costs of transportation, storage, insurance and re-arrangement of the delivery of the Goods where the Client fails to accept the Goods on the agreed date. The Contractor, will at a time suitable to the Contractor, offer an alternative Delivery Date, such charges will be applied from the agreed Delivery Date until subsequent alternative Delivery Date. If the Contract is for Delivery and Installation services, the subsequent Delivery and Installation could take up to a further eight weeks. 


13 PROPERTY AND RISK


13.1 Risk or damage to or loss of the Goods shall pass to the Client upon the Goods being delivered to the Delivery Address, in the correct quantity and good condition, at a pre-determined time agreed with the Client. 


13.2 The Client shall not assume any risk on delivery if the Goods are received in a damaged condition or if there are any discrepancies or variances of any kind between the quantity or extent of Goods delivered and the quantity or extent of the Goods described on the delivery documentation until such time as the cause of the damage or extent of the discrepancy is ascertained and the cost and liability of replacement and / or rectification is agreed, only if the Client adheres to Clauses 13.3 and 13.4 below.


13.3 Claims for loss or damage to the Goods in transit must be made by the Client directly to the Contractor within three (3) business days of receipt of the Goods. Failure to inform the Contractor within this timeframe may result in the Contractor being free from any liability.


13.4 Where the  Client is responsible for the Installation of the Goods the Client is, upon opening the packaging of the Goods, required to take photographic evidence of any damage or any discrepancies or variances of any kind between the quantity or extent of Goods delivered and the quantity or extent of the Goods described on the delivery documentation.  A claim for loss or damage, supplemented with photographic evidence must be sent to the Contractor within three (3) business days of receipt of the Goods. Failure to inform the Contractor within this timeframe shall result in the Contractor being free from any liability.


13.5 If the Client notifies the Contractor of a claim pursuant to Condition 13.4 and if the Goods, following inspection by the Contractor, are not found to be defective, the costs of inspection shall be borne by the Client. If the Goods are found to be defective, the Contractor shall at its’ option replace them or credit the Client with the Goods invoiced value or part thereof and this shall be the limit of the Contractors’ liability.


13.6 Title of the Goods shall pass to the Client on completion of delivery for Goods supplied on a Delivery Only basis. 


13.7 Property of the Goods shall pass to the Client upon payment in full in accordance with the Quotation or any specific terms and conditions agreed in writing by the Contractor including any agreement under Clause 19 (Variation).


14 PROPER USAGE


14.1 Goods should be used properly to avoid injury. The Client agrees that the Goods will not be used in any way other than as designed or intended by the manufacture, specifically including, but not limited to the following: 


  • Keep hands and feet clear of moving parts at all times; 
  • Read all machine instructional information and warnings; 
  • Allow a minimum clearance space of 1.85m (meters) behind all treadmills and My Mountain; and
  • All strength equipment MUST be secured (bolted and tightened) to a solid, level surface to ensure stabilisation and eliminate rocking or tipping. The Contractor recommends the installation of such equipment is performed by a licensed contractor and meets manufacturers installation instruction requirements. The Contractor will not be liable for any issues regarding any and all equipment, and strength equipment which it has not installed.


14.2 The Client agrees that it is aware of electrical requirements relating to dedicated circuit and plug in configurations.


14.3 The Contractor shall not be liable for any accidents or damage caused by the improper use of the Goods at the Clients’ facility.


15 WARRANTY

15.1 Where the Goods and / or any component parts are found to be defective, the Contractor shall, replace defective Goods and / or component parts free of charge within the warranty period, and repair goods if within the labour period of said warranty, subject to the following conditions;

15.1.1 the Client notifying the Contractor in writing immediately upon the defect becoming apparent;

15.1.2. the defect being due to faulty design, materials or workmanship.

15.2 The Contractor shall not be liable for any repairs or replacements which relate to non-manufacturing defects and to the extent that such defects or damage is caused by the proven negligence of the Client, its employees, agents or sub-contractors. Should the Contractor be called out for a repair which transpires to be a non-manufacturing defect or linked to poor or a lack of preventative maintenance, the Contractor reserves the right to charge labour time and travel costs.

15.3 The remedies contained in this Clause are without prejudice and subject to the other Conditions herein, including, but without limitation, to conditions 16 (Liability) and 17 (Limitation of Liability).

15.4 The Contractors’ standard warranty shall be modified in accordance with the particulars set out in Clause 11 (Installation) where the Goods have been supplied on a Delivery Only basis where the Client is responsible for the Installation of the Goods.


16. LIABILITY


16.1 No liability of any nature shall be incurred or accepted by the Contractor in respect of any representation made by the Contractor, or on its behalf, to the Client, or to any party acting on its behalf, prior to the making of this Contract where such representations were made or given in relation to:-

16.1.1. the correspondence of the supply and / or installation of Goods with any description or sample;

16.1.2. the quality of the supply and / or installation of Goods; or

16.1.3. the fitness of the supply and / or installation of Goods for any purpose whatsoever.

16.2 No liability of any nature shall be accepted by the Contractor to the Client in respect of any express term of this Contract where such term relates in any way to:

16.2.1. the correspondence of the supply and / or installation of Goods with any description;

16.2.2. the quality of the supply and / or installation of Goods; or

16.2.3. the fitness of the supply and / or installation of Goods for any purpose whatsoever.

16.3 Except where the Client deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the supply and / or installation of Goods, whether expressed or implied by statute or common law or otherwise are hereby excluded from the Contract to the fullest extent permitted by law.

16.4 For the avoidance of doubt the Contractor will not accept any claim for consequential or financial loss of any kind however caused.


17. LIMITATION OF LIABILITY


17.1 Where any court or arbitrator determines that any part of Clause 16 above is, for whatever reason, unenforceable, the Contractor shall be liable for all loss or damage suffered by the Client but in an amount not exceeding the Contract Price.

17.2 Nothing contained in these terms and conditions shall be construed so as to limit or exclude the liability of the Contractor for death or personal injury as a result of the Contractor’s negligence or that of its employees or agents.


18. INSURANCE 


18.1 In addition to maintaining adequate levels of insurance as required by law, the Contractor shall ensure that any and all Goods are fully covered by Contractors’ insurance until such time as the Client assumes risk in the Goods as defined herein. 


18.2 The Contractor will provide the Client with details of the insurances upon request.


19. VARIATION


19.1 If the Client wishes to vary any of the requirements to the supply and / or Installation of Goods (or any design) they must inform the Contractor in writing,  the Contractor shall supply  the Client an estimate of the price of the variation and the likely effect on the Completion Date. The Contractor reserves the right to charge reasonable costs of transportation, storage, insurance and re-arrangement of the Delivery and Installation of the Goods, the subsequent Delivery and Installation date could take up to a further eight weeks.


19.2 Unless the Client withdraws his request for a variation when he receives the Contractor's estimate, the Contract Price will be adjusted in accordance with the Contractor's estimate (or as otherwise agreed between the Client and the Contractor) and an appropriate extension of time for completion of the supply and / or Installation of Goods shall be agreed.


19.3 The Contractor reserves the right to deny any request for a variation which would result in a reduction in the supply of Goods and / or Installation in accordance with the Quotation or any specific terms and conditions agreed in writing by the Contractor, as defined herein.


19.4 The Contractor will notify the Client if he encounters, during the course of the Installation of Goods any difficulties which he could not have reasonably foreseen when submitting the Quotation and, in those circumstances, a fair and reasonable adjustment to the Contract Price and Completion Date will be made under the variation process. Examples of unforeseen difficulties include, but are not limited to:


  • The discovery of underground utilities/obstructions not identified in advance by the Client or through underground surveys such as gas/oil/water pipes, power/telecom cables and unexploded ordnance;
  • Buried structures from earlier builds such as foundations and the discovery of an unusual/atypical sub surface ground composition such as concrete/hardcore where soil would normally be expected;
  • The unexpected discovery of any materials requiring specialist disposal or special handling such rubber flooring/tyres, contaminated soil, toxic waste, asbestos, leads etc.
  • Removal or relocation of existing equipment; and
  • Insufficient space allowed for the Installation of the Goods;


19.5 The Client will be liable for charges due to any variation incurred on the day of Installation which causes the Contractor any additional workload, waiting time or transportation requirements, this may include, but not limited to the following:

  • Change of site;
  • Change to the allocated installation position on site; 
  • Any use of mechanical devices to complete the Installation; and
  • A change in any circumstance relating to the Installation of the Goods.


19.6 The Contractor reserves the right to charge reasonable costs of storage, insurance and the re-arrangement of the delivery of the Goods where the Client requests to delay the Delivery and Installation of such Goods. The Contractor, will at a time suitable to the Contractor, offer an alternative Delivery and Installation date, such charges will be applied from the original Delivery Date to that alternative Delivery and Installation date, the subsequent Delivery and Installation date could take up to a further eight weeks.

20. HANDOVER & DEFECTS LIABILITY


20.1 The Contractor will notify the Client within five working days of becoming aware of any event beyond his control which may prevent or delay completion of the supply and / or installation of Goods by the Completion Date. The notice will specify the cause of the delay, the likely effect on the Completion Date and the Contractor's proposals for dealing with the matter. The Completion Date will then be extended as agreed by the parties. The Contractor acknowledges that he must take reasonable steps to mitigate or reduce any delay.


20.2 The Contractor will give the Client notice of his intention to hand over the Goods and / or installation on completion. On handover, the Contractor and the Client will conduct a formal inspection to identify any defects/snagging and the Contractor will then confirm the Completion Date to the Client. The Contractor will provide the Client with a written list of defects/snagging raised at the inspection together with confirmation on when such defects/snagging will be rectified.


20.3 The Contractor will be responsible for remedying defects in the supply and / or installation of Goods from the Completion Date as specified in the warranty terms, the Client must inform the Contractor as soon as he becomes aware of any defects for which the Contractor is responsible. 

 

20.4 Defects attributable to fair wear and tear or to misuse or failure by the Client to comply with any operating or maintenance manuals will not be the responsibility of the Contractor.


20.5 Where equipment or materials used in the supply and / or installation of Goods have the benefit of a manufacturer’s warranty, the Contractor will take steps to procure that the Client has the benefit of that warranty. The Contractor will not be liable for any defect in the equipment or materials except to the extent that this is due to the Contractor’s negligence.


20.6 Except for his liability to remedy any defects for which he is responsible, and which are notified to him after the Completion Date as specified in the warranty terms, the Contractor will have no liability to the Client, in contract or in tort, for any other direct, indirect, or consequential loss incurred by the Client, including but not limited to loss of use or loss of profit.  However, liability for death or injury of individuals due to the Contractor’s negligence is unlimited.


21. TERMINATION


21.1 Without affecting any other right or remedy available to it, the Contractor may terminate the Contract with immediate effect by giving written notice to the Client if the Client: 


  • Takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up;
  • Having a receiver appointed to any of its assets or ceasing to carry on business;
  • Suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 
  • Financial position deteriorates to such an extent that in the Contractor's opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.


21.2 Termination will not affect the accrued rights and liabilities of the parties at the termination date.


22 CONSEQUENCES OF TERMINATION


22.1 On termination of this Contract the Client shall:


  • Immediately pay to the Contractor all outstanding unpaid invoices and interest;
  • In respect of Services and Products supplied but for which no invoice has been submitted, the Contractor shall submit an invoice, which shall be payable by the Client  immediately on receipt; and
  • Return all Goods for which have not been fully paid. If the Client fails to do so, the Contractor may enter the Client's premises and take possession of the unpaid Goods; Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. 


22.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 


22.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.


23. INTELLECTUAL PROPERTY


23.1 The Client acknowledges and understands that the Contractor is the owner of the Contractor Intellectual Property Rights.

23.2 The Client shall not use the Contractors’ trademarks or logos without the prior written consent of the Contractor.

23.3 If the Client wants to refer to the products in a purely descriptive manner in promotional materials for its business (including via social media) it shall be entitled to do so provided that it uses the trademarks and logos in the format set out by the Contractor.

23.4 The Client may not register any trademarks or website domain names, or use subdomains, which include the Contractors’ trademarks and logos or anything confusingly similar.

23.5 The Client shall inform the Contractor as soon as it becomes aware of any infringement or potential infringement of the Contractor Intellectual Property Rights and shall assist the Contractor, wherever possible, in the protection of the Contractor Intellectual Property Rights, including but not limited to, the equipment, Documentation and the trademarks and logos.


24. DISPUTES


24.1 The Contractor and the Client will endeavour to settle any dispute or difference amicably by direct negotiation.


24.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in accordance with the CEDR (Centre for Effective Dispute Resolution) Adjudication Rules. The decision of the adjudicator will be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision. 


24.3 Any dispute that is not resolved by negotiation or adjudication will be finally settled by the courts of England and Wales.


24.4 The Contract is governed by the laws of England and Wales.


25. FORCE MAJEURE

25.1 For the purpose of this Contract “Force Majeure” means any event(s) or circumstance(s) beyond the reasonable control of either party which impedes the due performance of the obligations of such party and which by the exercise of all reasonable diligence such party is unable to prevent.

25.2 The Contractor shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Contractor shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Contractor considers unreasonable, it may without liability on its part, terminate the Contract or any part of it. 


26. GENERAL


26.1 Notices. Every notice required under these Terms and Conditions shall be in writing and delivered by hand, sent by first class post to the address of the recipient or sent by email.


26.2 Assignment. Neither party will assign any of his rights or obligations under the Contract without the prior written consent of the other.


26.3 Subcontracting. The Contractor may sublet part of the works, but subcontracting will not relieve the Contractor of his obligations under the Contract.

26.4 Entire Agreement. The documents comprised in the Contract including the Quotation and these Terms and Conditions constitute the only agreement between the parties and supersede any previous arrangements, agreements or understandings relating to the supply and / or installation of Goods.


26.5 Amendment. Any amendment to the terms of the Contract shall only be effective if it is agreed in writing and signed by an authorised signatory of the Client and the Contractor.


26.6 No Reliance on Representations. The Client acknowledges that he has not relied on and will have no remedy in respect of any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than is expressly set out in the Contract. However, nothing in this Clause shall limit or exclude liability for fraud.


26.7 Severance. If any provision of the Contract becomes illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of the Contract. In that situation the Parties shall, where possible, use reasonable endeavours to agree an alternative provision(s) which is legally enforceable.


26.8 No set off. The Client may not withhold payment of any invoice or other amount due to the Contractor by reason of any right of set-off or counterclaim which the Client may have or allege to have for any reason whatsoever.

 

26.9 Waiver. No failure or neglect on behalf of the Contractor to enforce any of the terms and conditions of this Contract shall be considered as a waiver unless expressly stated to be a waiver in writing by the Contractor. The waiver by either party of a breach by the other in the performance of its obligations under the Contract shall not constitute a waiver of any default nor shall failure to complain of a breach constitute a waiver of that breach by the other party. 


26.10 Description. Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Client hereby affirms that it does not in any way rely on any description when entering into the Contract.


26.11 Governing Law and Jurisdiction. This Contract shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.


Last reviewed: 14th June 2026 - T&Cs are subject to change.