AGREEMENT: These terms and conditions constitute a continuing sale Agreement between Life Fitness, Brunswick Billiards, Cybex, SCIFIT or Indoor Cycling Group (ICG) (hereinafter collectively referred to as “LF”) and Buyer for all products, parts and/or services provided by LF to Buyer. No other terms and conditions nor modifications hereof shall be binding upon the parties unless accepted in writing by LF. If Buyer uses its own purchase order form to place orders for products, parts and/or services, any terms and conditions on its form which are in addition to or inconsistent with the terms and conditions of this Agreement are null and void.

DELIVERY: LF shall use its best efforts in the ordinary course of business to affect deliveries to Buyer as specified. In no event shall LF be liable for any damages, consequential, incidental, liquidated or otherwise, arising from LF’s failure to meet any delivery date. Delays at Buyer’s request or due to Buyer’s failure may result in storage fees.

PARTIAL SHIPMENT: As products and/or parts ordered by Buyer become available, LF may make partial shipments and each shipment shall be invoiced separately. Partial shipments shall not relieve Buyer from its obligation to accept shipment of the remainder of the order.

RISK OF LOSS: Title and risk of loss of the products and/or parts passes to Buyer at the time the products and/or parts are delivered to the carrier for shipment. The F.O.B. point is LF’s designated plant, distribution center, or warehouse unless otherwise specified.

RETURNS: Within thirty (30) days of delivery, Buyer may contact LF to discuss return options, which may include, at LF’s sole discretion, (A) return of new, unused products and/or parts for credit; or (B) return of non-stocked or used products and/or parts for a repurchase price. Approved credits or repurchase prices will not include freight, fuel and installation charges incurred by LF. Authorized returns require a Return Material Authorization (RMA) Number. To obtain an RMA number contact LF at 1.800.735.3867. The returned product and/or part must be returned in its original packaging, as applicable with the RMA number boldly written on the outside of the package. LF assumes no responsibility for damage caused by shipping or improper packaging. Each returned product and/or part is subject to a re-stocking fee of twenty percent (20%) of the purchase price.

CANCELED ORDERS: Shipped orders which are refused by Buyer or orders canceled after shipment or production begins for Built-to-Order products and/or parts are subject to a restocking fee of twenty percent (20%) of the purchase price.

ACCEPTANCE BY BUYER: Products and/or parts shall be deemed accepted by Buyer on the date they are received by Buyer unless, within fifteen (15) days after receipt, Buyer gives LF written notice that the products and/or parts are not accepted and specifies in detail the reasons therefor. LF may then, at its sole discretion, proceed to make any necessary corrections, in which case such corrective action by LF shall be Buyer’s sole remedy for non-acceptance of a product and/or part. Upon completion and acceptance of such corrections, the products and/or parts shall be deemed accepted by Buyer. Under no circumstances shall Buyer be entitled to revoke Buyer’s acceptance of the product and/part.

AGREEMENT TO THE CONTRARY, lf shall have no liability whether arising in contract, tort or otherwise, for loss of capital, loss of product, loss of profit, loss of use, loss of power, power outages, cost of replacement power, or any indirect, special, liquidated, incidental or consequential damages.

LIMITATIONS OF LIABILITY: In no event shall LF’S liability to buyer arising out of or relating to the sale of any product, part and/or service pursuant to this agreement exceed the purchase price paid by buyer to LF for such product, part and/or service.