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LES MILLS TERMS AND CONDITIONS FOR THE SALE AND PURCHASE OF EQUIPMENT

Updated and effective 13 December 2018

These Les Mills Terms and Conditions for Online Sale and Purchase of Equipment (the “Purchase Terms”) set forth the terms pursuant to which Les Mills US Trading Inc. (referred to as “Les Mills,” “us,” “we” or “our” as the context may require) offers and sells any Les Mills’ equipment (“Equipment”) to you, as offered through the website (https://shop.lesmills.com/equipment) (or any subsequent URL that may replace it) (the “Site”) or through a Les Mills sales representative by phone, email or in person (each, together with the Site, a “Sales Channel”).  When you place an order or purchase any Equipment through any Sales Channel, these Purchase Terms will constitute the contract between you and Les Mills for the sale of the applicable Equipment (the “Contract”). You should print a copy of these Terms of Sale at the time you purchase any Equipment or save them to your computer for future reference. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREULLY. BY PLACING AN ORDER FOR LES MILLS EQUIPMENT YOU ACCEPT AND ARE BOUND BY THESE PURCHASE Terms.

  1. Restrictions on purchasing Equipment. YOU MAY NOT ORDER, purchase OR OBTAIN LES MILLS EQUIPMENT IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS site OR ANY OF THIS this Site’s CONTENTS, GOODS OR SERVICES, including the Equipment, BY APPLICABLE LAW.
  1. Important Notices Regarding Dispute Resolution. These Purchase Terms contain provisions that govern how claims you and we may have against each other are resolved (see clauses 16 and 17 below), including an agreement and obligation to arbitrate disputes.

FOR BUSINESS CUSTOMERS: The agreement and obligation to arbitrate disputes pursuant to clause 16 requires the use of arbitration to resolve disputes, rather than judicial trials.

        FOR CONSUMERS: Subject to limited exceptions, the agreement and obligation to arbitrate disputes pursuant to clause 17 below requires you to submit claims you have against us to binding arbitration, unless you opt-out in accordance with clause 17. Unless you opt-out of arbitration: (A) you will only be permitted to pursue claims against us on an individual basis, not as part of any class or representative action or proceeding and (B) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

  1. FOR CONSUMERS: CONSULT YOUR PHYSICIAN BEFORE USING ANY EQUIPMENT AND FOLLOW HIS OR HER ADVICE. DO NOT USE THE EQUIPMENT IF YOU HAVE A HISTORY OF CHEST PAIN, KNEE, ANKLE, WRIST, SHOULDER, JOINT, OR SPINAL (BACK OR NECK) PROBLEMS OR INJURIES. If at any time you feel discomfort, pain, dizziness, or nausea, you should discontinue USING THE EQUIPMENT immediately. READ AND FOLLOW ANY USE GUIDANCE PROVIDED BY LES MILLS.  YOU ARE RESPONSIBLE FOR EXERCISING WITHIN YOUR LIMITS AND ASSUME ALL RISK AND INJURY TO YOUR PERSON AND PROPERTY.
  1. Updates to These PURCHASE Terms. We may amend these Purchase Terms from time to time. When we amend these Purchase Terms we will update the date at the beginning of these Purchase Terms. Every time you wish to order Equipment, please check these Purchase Terms to ensure you understand the terms which will apply at that time. These Purchase Terms were most recently updated on the date stated at the top of this page. When you purchase any Equipment from us, you will be bound by then-effective Purchase Terms which will be the Contract between you and us.
  1. OUR EQUIPMENT. The images of the Equipment on our Site, and in any other marketing materials that we provide in connection with the Equipment, are for illustrative purposes only. Although we have made reasonable effort to display colors on our Site accurately, we cannot guarantee that your computer’s display of the colors accurately reflects the color of the Equipment, or that the images of the Equipment depict the Equipment with complete accuracy. Your Equipment may vary slightly from those images.
  1. GIFT CARDS. Gift cards expire 5 years after purchase unless otherwise required by your state’s law. Promotional offers or discounts do not apply to the purchase of Gift Cards. Gift Cards cannot be redeemed or exchanged for cash except where required by law. Gift cards cannot be used to purchase another Gift Card. No change or refund will be given, except in accordance with your statutory rights. We are not able to replace or replenish Gift Cards that are lost, stolen or used without authorization. If the amount of your Gift Card(s) does not cover the total order amount, the remainder of the purchase balance can be paid with an accepted alternate form of payment. Any balance remaining on the Gift Card may be applied to future purchases, provided the card has not expired. We ask that you safeguard your card and treat your Gift Card as you would cash. Do not share your Gift Card code. Gift Cards may only be redeemed for products on the US equipment store at https://shop.lesmills.com/equipment/.
  1. HOW WE USE your INFORMATION; Our Privacy Policy.

We use the information you provide to us when you place an order or purchase Equipment in accordance with our Privacy Policy https://shop.lesmills.com/equipment/privacy-policy/. Please take the time to read our Privacy Policy as it includes important terms which apply to you and our use of your information.

  1. IF YOU ARE A BUSINESS CUSTOMER.

This clause 6 only applies if you are a business, and not in individual consumer.

  • You confirm that you have the authority to bind any business on whose behalf you use the Sales Channels to purchase Equipment.
  • These Purchase Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
  • You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Purchase Terms or any document expressly referred to in them.
  • You and we agree that neither of us shall have any claim for innocent or negligent misstatement based on any statement in this Contract.
  1. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US (OFFER AND ACCEPTANCE).
    • You agree that your order is an offer to buy, under these Purchase Terms, all Equipment listed in your order. Your delivery address must be within the United States or Canada. All orders must be accepted by us or we will not be obligated to sell the Equipment to you. We may choose not to accept orders at our sole discretion.
    • After you place your order, you will receive an email from us acknowledging that we have received your order (Purchase Confirmation). However, please note that this does not mean that your order has been accepted.
    • We will confirm our acceptance of your order by sending you an email that confirms that the Equipment has been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we have sent you the Dispatch Confirmation.
    • If we are unable to supply you with the Equipment you have ordered, for example, because that Equipment is not in stock or no longer available, or because of an error in the price on our Site, we will inform you of this by email or phone and we will not process your order. If you have already paid for the Equipment we will refund you the full amount including any delivery costs charged to you.
  1. RETURN AND REFUND POLICY.
    • All sales are final, except where the Equipment you receive is not the Equipment you ordered or is defective (see clause 10.2) or if you change your mind and return the unopened carton of Equipment within 30 days of purchase. On Les Mills’ acceptance of the returned unopened Equipment we will refund you for the Price only. All shipping and handling charges (including for returning the Equipment to Les Mills) are your responsibility.
    • If you consider that an item of Equipment you have received is not the Equipment you ordered or defective, please notify Les Mills within 7 business days of the date of delivery, giving all relevant details including the order number and evidence of the error or defect sufficient to enable Les Mills to make a determination as to the nature and extent of the error or defect. Upon receipt of an applicable notice and provided that Les Mills is satisfied that there has been an error, or the item of Equipment is defective, Les Mills may, at its sole discretion, ask you return the incorrect or defective item (unused and repacked in its original packaging) to Les Mills at our cost and we will either send you a replacement item, or refund you the price of the incorrect or defective part of your order.
    • Any item you return to Les Mills is returned at your own risk. Please email info@lesmillsequipment.com for more information on returns.  
    • The Dispatch Confirmation we send will include an estimated delivery date. We typically ship within 2 days of confirming your order, however we rely on third party delivery services for the delivery of the Equipment and we are not liable for any delays in shipments.
    • The risk of loss for items purchased will pass to you at the time of delivery of the Equipment to the address you provided when you placed your order. The Contract will complete and title in the Equipment will pass to you once we have received payment in full, including all applicable delivery charges.
  1. PRICE OF EQUIPMENT.
    • The price of Equipment will be the price advertised on our Site or as quoted to you at the time you submit your order. The price charged will be stated in your Purchase Confirmation email. We take all reasonable care to ensure that the prices of Equipment are correct at the time when the relevant information was entered onto the system. However please see clause 12.4 for what happens when we discover an error in the price of the Equipment you ordered.
    • All prices, discounts, and promotions posted on our Site are subject to change without notice. Price increases will only apply to orders placed after the time of the increase.
    • Posted prices do not include taxes or charges for shipping and handling. All taxes (if applicable) and shipping and handling/delivery charges will be added to your total price, and will be itemized in your shopping cart and in your Purchase Confirmation email.
    • It’s always possible that, despite out reasonable efforts, some of the Equipment on our Site may be incorrectly priced. If we discover an error in the price of the Equipment you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Equipment at the correct price or cancelling your order. We will not process the applicable order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
  1. HOW TO PAY
    • Payment for the Equipment and all shipping and handling charges must be received by us before our acceptance of an order.
    • We accept the following cards for all purchases: VISA, Mastercard, American Express and Discover credit cards and debit cards from the US and Canada. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use the applicable credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted to you at the time of your order.
    • Please note that some credit card companies will charge a currency conversion fee to your credit card account when processing your payment. We use the industry standard encryption protocol known as Secure Socket Layer (SSL) to keep your purchase confirmation secure. Payment for your order must be accepted by our central bank network. If your payment is declined, you will receive an automated notification that your order cannot be processed.
    • We also accept check payments. In order to pay by check please email info@lesmillsequipment.com. We will hold checks for 10 working days before we will dispatch your order.
  1. Limitations on Les Mills’ LIABILITY AND Your Indemnity Obligations
    • TO the extent permitted by applicable law, IN NO EVENT SHALL WE, our related parties OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS, BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, EVEN IF FORESEEABLE, ARISING OUT OF, OR RELATING TO OR IN CONNECTION WITH: (A) ANY BREACH OF THESE PURCHASE TERMS, (b) use of OR RELIANCE ON the equipment, (c) pERSONAL INJURY, (D) DEATH, (E) PAIN AND SUFFERING, (f) EMOTIONAL DISTRESS, (i) LOSS OF LIVELIHOOD, (J) LOSS OF ENJOYMENT, (K) LOSs Of PROFITS, sales, business OR REVENUE, oR DIMINUATION IN VALUE, (l) Loss of business opportunITY, (m) LOSS OF ANTICIPATED SAVINGS, (n) LOSS OF GOODWILL OR REPUTATION; or (O) any CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL or pure economic loss, costs, DAMAGES or charges or expenses of ANY KIND WHATSOEVER.
    • To the extent Permitted by Applicable law, OUR and our related parties SOLE AND ENTIRE MAXIMUM LIABLITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE EQUIPMENT YOU HAVE ORDERED.
    • TO the extent permitted by applicable law, EXCEPT AS EXPRESSLY STATED IN THESE PURCHASE TERMS OR AS FOLLOWS FROM ANY APPLICABLE LIMITED MANUFACTURER’S WARRANTY, WE DO NOT GIVE ANY REPRESENTATION, WARRANTIES OR UNDERTAKINGS IN RELATION TO THE EQUIPMENT. ANY REPRESENTATION, CONDITION OR WARRANTY THAT MAY BE IMPLIED OR INCORPORATED INTO THESE PURCHASE TERMS BY STATUTE, COMMON LAW OR OTHERWISE IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
    • YOU AGREE TO DEFEND AND INDEMNIFY LES MILLS AGAINST ALL CLAIMS AND LOSS OF ANY KIND WHATSOEVER HOWEVER CAUSED OR ARISING AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OF THIS CLAUSE WHETHER CAUSED OR ARISING AS A RESULT OF THE NEGLIGENCE OF LES MILLS OR OTHERWISE, BROUGHT BY ANY PERSON IN CONNECTION WITH ANY MATTER, ACT, OMISSION, OR ERROR BY LES MILLS, ITS AGENTS OR EMPLOYEES IN CONNECTION WITH THE EQUIPMENT. You will not be required to indemnify and hold Les Mills harmless from and against any claims, liabilities, damages, losses, or expenses resulting from Les Mills’ own negligent conduct.
  1. EVENTS OUTSIDE OUR CONTROL. We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Contract, for any failure to perform, or delay in performance of, any of our obligations under this Contract is caused by any act or event beyond our reasonable control, including without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation of war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.
  1. WAIVER OF JURY TRIALS AND BINDING ARBITRATION IF YOU ARE A BUSINESS

This clause 16 only applies if you are a business customer.

  • YOU AND LES MILLS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF EQUIPMENT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
  • The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Purchase Terms are void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

If any provision of this arbitration provision is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

  1. DISPUTE RESOLUTION AND BINDING ARBITRATION IF YOU ARE A CONSUMER

This clause 17 only applies if you are a consumer.

  • YOU AND LES MILLS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF EQUIPMENT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
  • The arbitration will be administered by the American Arbitration Association (“AAA”)in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this clause 1 (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this clause. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

We will be responsible for paying for individual consumer’s arbitration fees. If you prevail on any claim that affords the prevailing party attorney’s fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.

  • Exception - Small Claims Court Claims You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
  • Class Action and Class Arbitration Waiver. You agree to an arbitration on an individual basis. IN ANY DISPUTE, NEITHER YOU NOR LES MILLS WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
  • 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email: info@lesmillsequipment.com. The notice must be sent within thirty (30) days of placing an order for Equipment, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this clause 17.  If you opt-out of these arbitration provisions, we also will not be bound by them. 

If any provision of this arbitration provision is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

  1. CONTACTING US
    • If you wish to contact us for any reason, including because you have any complaints, you can contact us by emailing us at info@lesmillsequipment.com, or by overnight courier or registered mail to the following address:

Les Mills US Trading Inc.

Address:  363 W Erie St, Suite 200,  Chicago, IL 60654

  • If we have to contact you or give you notice in writing, we will do so by sending a message to the e-mail address you provide, or by pre-paid post to the address you provide us, in your order.
  • Notices sent by email will be effective when the email is sent. It is your responsibility to keep your email address current. Notices sent by (i) overnight courier will be effective 1 business day after they are sent, and (ii) registered mail will be effective 3 business days after they are sent.
  1. OTHER IMPORTANT TERMS
    • We may transfer our rights and obligations under a Contract to another organization, but this will not affect your rights or our obligations under these Purchase Terms. You may only transfer your rights or your obligations under these Purchase Terms to another person if we agree in writing.
    • Each of the paragraphs of these Purchase Terms operates separately. If any court or relevant authority decides that any of them are unlawful, invalid, illegal or unenforceable, then that paragraph will be deemed severed from these Purchase Terms and the remaining paragraphs will remain in full force and effect.
    • No Third-Party Beneficiaries. These Purchase Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
    • No Waivers. If we fail to insist that you perform any of your obligations under these Purchase Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    • Not for Resale or Export. You represent and warrant that you are purchasing Equipment for your own internal or personal use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US or Canada.
    • Governing Law. All matters arising out of or relating to these Purchase Terms are governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. To the extent that the arbitration provisions set forth in clauses 16 and 17 do not apply, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Cook County, Illinois (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Illinois for any litigation other than small claims court actions.