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

BETTER10 and STRONGER10 Promotions

These promotions using the promo codes BETTER10 and STRONGER10 are offered by Les Mills United States Trading, Inc and are valid for 2 months from the date of email issuing the promotion to SMART TECH email list signups. Applies to consumer only online orders for specific products featured at https://shop.lesmills.com/us/newou(excluding gift cards, Total Body Reinvention pack, Essentials bundle, Premium bundle, BODYPUMP Home Set, Home Starter Set, Rebuild & Restore Pack, LES MILLS+ BODYPUMP 12 MONTHS, and LES MILLS+ BODYPUMP 3 MONTHS) and limited to orders under $2,000. Offer cannot be combined with any other promotions or discounts and not valid on existing or past orders. Discount cannot be applied to shipping and handling costs. Only valid in the USA and limited to stock on hand. Shipping costs additional. Purchase terms apply. Offer may be discontinued by Les Mills US at any time.

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

Updated and effective August 3, 2021

UNITED STATES

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/us) (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”). Les Mills and you may be referenced individually as “party” or collectively as “parties.” An “Order” shall mean when you place an order or purchase any Equipment through any Sales Channel and we accept your order in accordance with clause 8. 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 CAREFULLY. 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 (AND THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE), (C) ARE UNABLE TO OPERATE THE EQUIPMENT SUBJECT TO CLAUSE 3 OR THE INSTRUCTIONS THAT ARE INCLUDED WITH THE EQUIPMENT, OR (D) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE’S CONTENTS, GOODS OR SERVICES, INCLUDING THE EQUIPMENT, BY APPLICABLE LAW.

2. IMPORTANT NOTICES REGARDING DISPUTE RESOLUTION FOR BUSINESS CUSTOMERS.

   These Purchase Terms contain provisions that govern how claims you and we may have against each other are resolved (see clause 15 below), including an agreement and obligation to arbitrate disputes. The agreement and obligation to arbitrate disputes pursuant to clause 15 requires the use of arbitration to resolve disputes, rather than judicial trials.

3. 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.

4. UPDATES TO THESE PURCHASE TERMS.

   When you purchase any Equipment from us, you will be bound by these Purchase Terms, and the date of purchase shall constitute the “Effective Date” of the Contract. For the avoidance of doubt, the Purchase Terms in the Contract agreed upon by you and us as of the Effective Date shall apply even if there are future revisions to the Purchase Terms.

5. 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.

6. HOW WE USE YOUR INFORMATION; OUR PRIVACY POLICY.

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

7. IF YOU ARE A BUSINESS CUSTOMER.

   This clause 7 only applies if you are a business, and not an individual consumer.

   7.1 You confirm that you have the authority to bind any business on whose behalf you use the Sales Channels to purchase Equipment.

   7.2 These Purchase Terms and any exhibit, attachment, or schedule or other document expressly incorporated by reference into these Purchase Terms constitutes the entire Contract 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 the subject matter herein.

   7.3 You acknowledge that in entering into this Contract you have not relied 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.

   7.4 You and we agree that neither party shall have any claim for innocent or negligent misstatement based on any statement in this Contract.

8. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US (OFFER AND ACCEPTANCE).

   8.1 You agree that all the Equipment listed in your Order is an offer to buy the applicable Equipment and you will be subject to these Purchase Terms and all other terms of the Contract as of the Effective Date herein. Your delivery address must be within the United States or Canada. Your Order must be accepted by us and we reserve the right to decline to sell you Equipment or otherwise fulfill your Order for any reason and at our sole discretion.

   8.2 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.

   8.3 We will confirm our acceptance of your Order by sending you an additional email that confirms that the Equipment has been dispatched (“Dispatch Confirmation”). The Contract between the Parties will only be formed when we have sent you the Dispatch Confirmation.

   8.4 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.

9. RETURN AND REFUND POLICY.

   9.1 All sales are final, except where the Equipment you receive is not the Equipment you ordered or is defective subject to clause 9.2, or if you elect to return the unopened carton of Equipment within 14 days of the date of delivery of the Equipment. On Les Mills’ acceptance of the returned unopened Equipment, we will refund you for the price (including applicable taxes) only. All shipping and handling charges (including for returning the Equipment to Les Mills) are solely your responsibility.

   9.2 If an item of Equipment that you receive is not the Equipment you ordered or defective, or the delivery service provides notice that the Equipment has been delivered, but you have not received it, you must notify Les Mills within 7 business days of the date of delivery, or date of notice of delivery, by providing 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, or, with respect to delivery failures, such evidence as Les Mills may require to verify the applicable delivery failure. Upon receipt of an applicable notice and provided that Les Mills determines that you have not received the item identified in your Order, or the item of Equipment is defective, Les Mills may, at its sole discretion, ask you to either keep the defective item and dispose of it, or alternatively 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. If you do not notify us within the applicable seven (7) business day period of a defect, your remedy will be limited to the Les Mills’ standard Equipment warranty for manufacturing defects, the terms of which are provided to you along with the Equipment. If you do not notify us within the applicable seven (7) business day period of a delivery failure, the Equipment shall be deemed to have been delivered, and Les Mills shall have the right to determine in its reasonable discretion whether to send you a replacement.

   9.3 Any item you return to Les Mills is returned at your own risk. Please email info@lesmillsequipment.com for more information on returns.

10. DELIVERY.

    10.1 The Dispatch Confirmation we send will include an estimated delivery date. Under ordinary circumstances, we typically ship within 2 business days of the Purchase Confirmation, however the global Covid-19 situation means that our shipping times may be delayed. We also rely on third party delivery services for the delivery of the Equipment and we are not liable for any delays in shipments. We will keep you informed by email for any updates to the estimated delivery date.

    10.2 The risk of loss for items purchased will pass to you at the point of drop-off of the Equipment to the address that you provided in your Order. The title in the Equipment will pass to you once we have received payment in full, including all applicable delivery charges.

11. PRICE OF EQUIPMENT.

    11.1 The price of Equipment will be the price advertised on our Site or as quoted to you at the time you submit your Order and will be quoted in U.S. dollars. 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. This clause 11.1 is subject to clause 11.4.

    11.2 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.

    11.3 Quoted or otherwise provided 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.

    11.4 Despite our reasonable efforts, Equipment listed on our Site may be incorrectly priced. We reserve the right to revoke any stated price and to correct any errors, inaccuracies or omissions (including after an Order has been placed). 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 by electronic mail within 10 business days using the contact details provided in your Order, we will cancel the Order without further notification.

12. HOW TO PAY

    12.1 Unless you are a business customer and alternative payment terms are expressly agreed to in advance in writing by an authorized Les Mills representative, payment for the Equipment and all shipping and handling charges must be received by us before our completion of an Order.

    12.2 We accept the following cards for all purchases: VISA, Mastercard, American Express and Discover credit cards and debit cards. 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.

    12.3 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 Transport Layer Security (TLS) 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.

    12.4 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.

    12.5 If you are a business customer, and an authorized representative of Les Mills has agreed to payment terms pursuant to which you receive the Equipment prior to making payment in full, if you fail to make a payment as required pursuant to the agreed terms, Les Mills reserves the right to seek all remedies available to it at law and in equity, including engaging a third party debt collection agency to enforce the payment terms on Les Mills’ behalf. Further, Les Mills may determine in its discretion whether its business customers must pay a deposit for the Equipment prior to delivery by Les Mills of the applicable Equipment.

13. LIMITATIONS ON LES MILLS’ LIABILITY AND YOUR INDEMNITY OBLIGATIONS

    13.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATED ENTITIES OR ANY OF OUR OR 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 DIMINUTION 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.

    13.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR AND OUR AFFILIATED ENTITIES’, SOLE AND ENTIRE MAXIMUM LIABILITY, 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.

    13.3 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, UNDERTAKINGS OR CONDITIONS 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.

    13.4 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.

14. 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, pandemic, 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.

15. WAIVER OF JURY TRIALS AND BINDING ARBITRATION IF YOU ARE A BUSINESS

    This clause 15 only applies if you are a business customer.

    15.1 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.

    15.2 Any controversy, claim or dispute arising out of, relating to, or in respect of these Purchase Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Purchase Terms (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator.

    15.3 The seat of the arbitration shall be the same as the provincial or territorial law governing these Purchase Terms. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.

    15.4 All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.

    15.5 A party to these Purchase Terms may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.
    If any provision of this arbitration provision is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

16. CONTACTING US

    16.1 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 United States Trading, Inc.
    Address: 363 W Erie St, Suite 200, Chicago, IL 60654 USA

    16.2 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.

    16.3 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.

17. OTHER IMPORTANT TERMS

    17.1 Assignment. 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.

    17.2 Severability. 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.

    17.3 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.

    17.4 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.

    17.5 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.

    17.6 Governing Law.

    17.6.1 For Businesses: These Purchase Terms are governed by and construed in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario.

    17.6.2 For Consumers: The validity, interpretation, construction, and performance of these Purchase Terms shall be governed by the laws in effect in the province or territory in which you reside. The parties hereby consent to the exclusive jurisdiction of the courts of the province or territory in which you reside.

CANADA

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/us) (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”). Les Mills and you may be referenced individually as “party” or collectively as “parties.” An “Order” shall mean when you place an order or purchase any Equipment through any Sales Channel and we accept your order in accordance with clause 8. 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 CAREFULLY. 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 (AND THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE), (C) ARE UNABLE TO OPERATE THE EQUIPMENT SUBJECT TO CLAUSE 3 OR THE INSTRUCTIONS THAT ARE INCLUDED WITH THE EQUIPMENT, OR (D) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE’S CONTENTS, GOODS OR SERVICES, INCLUDING THE EQUIPMENT, BY APPLICABLE LAW.

2. IMPORTANT NOTICES REGARDING DISPUTE RESOLUTION FOR BUSINESS CUSTOMERS.

   These Purchase Terms contain provisions that govern how claims you and we may have against each other are resolved (see clause 15 below), including an agreement and obligation to arbitrate disputes. The agreement and obligation to arbitrate disputes pursuant to clause 15 requires the use of arbitration to resolve disputes, rather than judicial trials.

3. 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.

4. UPDATES TO THESE PURCHASE TERMS.

   When you purchase any Equipment from us, you will be bound by these Purchase Terms, and the date of purchase shall constitute the “Effective Date” of the Contract. For the avoidance of doubt, the Purchase Terms in the Contract agreed upon by you and us as of the Effective Date shall apply even if there are future revisions to the Purchase Terms.

5. 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.

6. HOW WE USE YOUR INFORMATION; OUR PRIVACY POLICY.

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

7. IF YOU ARE A BUSINESS CUSTOMER.

   This clause 7 only applies if you are a business, and not an individual consumer.

   7.1 You confirm that you have the authority to bind any business on whose behalf you use the Sales Channels to purchase Equipment.

   7.2 These Purchase Terms and any exhibit, attachment, or schedule or other document expressly incorporated by reference into these Purchase Terms constitutes the entire Contract 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 the subject matter herein.

   7.3 You acknowledge that in entering into this Contract you have not relied 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.

   7.4 You and we agree that neither party shall have any claim for innocent or negligent misstatement based on any statement in this Contract.

8. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US (OFFER AND ACCEPTANCE).

   8.1 You agree that all the Equipment listed in your Order is an offer to buy the applicable Equipment and you will be subject to these Purchase Terms and all other terms of the Contract as of the Effective Date herein. Your delivery address must be within the United States or Canada. Your Order must be accepted by us and we reserve the right to decline to sell you Equipment or otherwise fulfill your Order for any reason and at our sole discretion.

   8.2 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.

   8.3 We will confirm our acceptance of your Order by sending you an additional email that confirms that the Equipment has been dispatched (“Dispatch Confirmation”). The Contract between the Parties will only be formed when we have sent you the Dispatch Confirmation.

   8.4 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.

9. RETURN AND REFUND POLICY.

   9.1 All sales are final, except where the Equipment you receive is not the Equipment you ordered or is defective subject to clause 9.2, or if you elect to return the unopened carton of Equipment within 14 days of the date of delivery of the Equipment. On Les Mills’ acceptance of the returned unopened Equipment, we will refund you for the price (including applicable taxes) only. All shipping and handling charges (including for returning the Equipment to Les Mills) are solely your responsibility.

   9.2 If an item of Equipment that you receive is not the Equipment you ordered or defective, or the delivery service provides notice that the Equipment has been delivered, but you have not received it, you must notify Les Mills within 7 business days of the date of delivery, or date of notice of delivery, by providing 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, or, with respect to delivery failures, such evidence as Les Mills may require to verify the applicable delivery failure. Upon receipt of an applicable notice and provided that Les Mills determines that you have not received the item identified in your Order, or the item of Equipment is defective, Les Mills may, at its sole discretion, ask you to either keep the defective item and dispose of it, or alternatively 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. If you do not notify us within the applicable seven (7) business day period of a defect, your remedy will be limited to the Les Mills’ standard Equipment warranty for manufacturing defects, the terms of which are provided to you along with the Equipment. If you do not notify us within the applicable seven (7) business day period of a delivery failure, the Equipment shall be deemed to have been delivered, and Les Mills shall have the right to determine in its reasonable discretion whether to send you a replacement.

   9.3 Any item you return to Les Mills is returned at your own risk. Please email info@lesmillsequipment.com for more information on returns.

10. DELIVERY.

    10.1 The Dispatch Confirmation we send will include an estimated delivery date. Under ordinary circumstances, we typically ship within 2 business days of the Purchase Confirmation, however the global Covid-19 situation means that our shipping times may be delayed. We also rely on third party delivery services for the delivery of the Equipment and we are not liable for any delays in shipments. We will keep you informed by email for any updates to the estimated delivery date.

    10.2 The risk of loss for items purchased will pass to you at the point of drop-off of the Equipment to the address that you provided in your Order. The title in the Equipment will pass to you once we have received payment in full, including all applicable delivery charges.

11. PRICE OF EQUIPMENT.

    11.1 The price of Equipment will be the price advertised on our Site or as quoted to you at the time you submit your Order and will be quoted in U.S. dollars. 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. This clause 11.1 is subject to clause 11.4.

    11.2 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.

    11.3 Quoted or otherwise provided 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.

    11.4 Despite our reasonable efforts, Equipment listed on our Site may be incorrectly priced. We reserve the right to revoke any stated price and to correct any errors, inaccuracies or omissions (including after an Order has been placed). 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 by electronic mail within 10 business days using the contact details provided in your Order, we will cancel the Order without further notification.

12. HOW TO PAY

    12.1 Unless you are a business customer and alternative payment terms are expressly agreed to in advance in writing by an authorized Les Mills representative, payment for the Equipment and all shipping and handling charges must be received by us before our completion of an Order.

    12.2 We accept the following cards for all purchases: VISA, Mastercard, American Express and Discover credit cards and debit cards. 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.

    12.3 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 Transport Layer Security (TLS) 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.

    12.4 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.

    12.5 If you are a business customer, and an authorized representative of Les Mills has agreed to payment terms pursuant to which you receive the Equipment prior to making payment in full, if you fail to make a payment as required pursuant to the agreed terms, Les Mills reserves the right to seek all remedies available to it at law and in equity, including engaging a third party debt collection agency to enforce the payment terms on Les Mills’ behalf. Further, Les Mills may determine in its discretion whether its business customers must pay a deposit for the Equipment prior to delivery by Les Mills of the applicable Equipment.

13. LIMITATIONS ON LES MILLS’ LIABILITY AND YOUR INDEMNITY OBLIGATIONS

    13.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATED ENTITIES OR ANY OF OUR OR 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 DIMINUTION 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.

    13.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR AND OUR AFFILIATED ENTITIES’, SOLE AND ENTIRE MAXIMUM LIABILITY, 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.

    13.3 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, UNDERTAKINGS OR CONDITIONS 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.

    13.4 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.

14. 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, pandemic, 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.

15. WAIVER OF JURY TRIALS AND BINDING ARBITRATION IF YOU ARE A BUSINESS

    This clause 15 only applies if you are a business customer.

    15.1 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.

    15.2 Any controversy, claim or dispute arising out of, relating to, or in respect of these Purchase Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Purchase Terms (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator.

    15.3 The seat of the arbitration shall be the same as the provincial or territorial law governing these Purchase Terms. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.

    15.4 All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.

    15.5 A party to these Purchase Terms may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.
    If any provision of this arbitration provision is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

16. CONTACTING US

    16.1 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 United States Trading, Inc.
    Address: 363 W Erie St, Suite 200, Chicago, IL 60654 USA

    16.2 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.

    16.3 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.

17. OTHER IMPORTANT TERMS

    17.1 Assignment. 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.

    17.2 Severability. 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.

    17.3 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.

    17.4 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.

    17.5 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.

    17.6 Governing Law.

    17.6.1 For Businesses: These Purchase Terms are governed by and construed in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario.

    17.6.2 For Consumers: The validity, interpretation, construction, and performance of these Purchase Terms shall be governed by the laws in effect in the province or territory in which you reside. The parties hereby consent to the exclusive jurisdiction of the courts of the province or territory in which you reside.