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This Equipment Sales Agreement ("Agreement") is made effective as of the date of signature by the parties below ("Effective Date"), by and between Adaptable Fitness ("Seller") and the individual or entity purchasing the Equipment ("Buyer").

 

1. Sale of Equipment

Seller agrees to sell, and Buyer agrees to purchase the fitness equipment (the "Equipment") listed in the attached invoice or sales order, which is hereby incorporated into this Agreement.

 

2. Purchase Price and Payment

Buyer shall pay Seller the full purchase price in U.S. Dollars upfront, prior to shipment or transfer of possession. Accepted payment methods include check, wire transfer, PayPal, or other methods agreed upon in writing.
If full payment is not received within 10 business days of invoice issuance, Seller may cancel the order without further obligation or liability.

 

3. Delivery and Risk of Loss

All Equipment shall be delivered FOB (Freight On Board) from Seller's warehouse or other designated location. Risk of loss passes to Buyer upon delivery to the carrier. The Seller is not liable for any damage incurred during shipping. Estimated delivery time is ___ business days from receipt of full payment. This estimate is provided as a general guideline only and does not constitute a guarantee. Seller shall not be liable for delays caused by third-party carriers, customs processing, acts of God, or other circumstances beyond its control.
Ownership of the Equipment transfers to Buyer upon delivery to the job site or carrier, as applicable.

 

4. Inspection and Acceptance

Buyer is solely responsible for confirming product specifications and suitability prior to purchase. Upon delivery, Buyer shall inspect the Equipment and sign the delivery invoice to confirm receipt and satisfaction with the condition of the Equipment. All sales are final. Seller does not accept returns or exchanges for any reason, including but not limited to dissatisfaction, ordering errors, or product incompatibility. In the rare event of a manufacturing defect, Buyer may contact Seller for possible resolution at Seller’s sole discretion; however, Seller is under no obligation to repair, replace, or refund.

 

5. Warranty Disclaimer

Except where explicitly stated in writing by Seller, the Equipment is sold “AS IS” with no warranties or guarantees, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.

 

6. Limitation of Liability

Seller shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to the use or inability to use the Equipment. The Buyer assumes all responsibility for proper use and safety compliance.

 

7. Chargebacks and Disputes

Buyer agrees not to initiate a credit card chargeback or payment dispute without first providing Seller an opportunity to resolve any issue in good faith. Unauthorized chargebacks may result in legal action and reporting to credit agencies.

 

 

8. Intellectual Property and Resale

Buyer shall not reproduce, reverse engineer, rebrand, or resell the Equipment without prior written consent of Seller. All intellectual property rights remain the exclusive property of Seller. Violation of this clause constitutes a material breach subject to immediate legal action.

 

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, United States, without regard to its conflict of laws provisions. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Faulkner County, Arkansas. Buyer consents to the jurisdiction of such courts and waives any objection based on venue or forum non conveniens. This Agreement is intended to be enforceable in all 50 U.S. states.

 

10. Entire Agreement

This Agreement, including any attachments or invoices, constitutes the entire agreement between the parties and supersedes all prior understandings.

 

11. Taxes and Fees

Buyer is solely responsible for all applicable federal, state, or local taxes, import duties, or other charges resulting from this sale unless otherwise specified in writing.

 

12. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Seller from any claims, damages, liabilities, or costs arising from Buyer’s use, resale, or distribution of the Equipment, including but not limited to any third-party claims.

 

13. Notices

All notices required under this Agreement shall be delivered via certified mail or electronic communication to the parties’ most recently provided contact information.

 

14. Termination for Cause

Seller may cancel this Agreement without penalty if Buyer is found to have provided false information, engaged in payment fraud, or violated resale terms.

 

15. Personal Guarantee

If Buyer is a business entity, the individual signing below on behalf of the Buyer personally guarantees payment of all amounts owed under this Agreement.

 

16. Export Restrictions

Buyer agrees not to export, ship, transfer, or sell the Equipment outside of the United States without prior written approval from Seller. Unauthorized export may violate U.S. trade laws and shall constitute a material breach of this Agreement.

 

17. Breach and Remedies

If Buyer breaches any provision of this Agreement, Seller reserves the right to pursue all legal and equitable remedies available, including but not limited to injunctive relief, compensatory and punitive damages, recovery of attorney’s fees, and seizure of any and all profits, inventory, or assets derived from or associated with the breach. Buyer agrees that any such violation constitutes a material and willful infringement of Seller’s rights, and Seller will seek to recover the maximum allowable damages under the law. Buyer further agrees not to independently acquire the same or similar third-party components for the purpose of duplicating, replicating, or assembling Equipment based on Seller’s design or proprietary system. Seller will not, under any circumstances, grant permission for duplication or replication of its products or proprietary designs.

 

18. Confidentiality of Design and Assembly

Buyer agrees not to disclose, share, or demonstrate the design, internal configuration, or assembly techniques of the Equipment to any third party, including but not limited to engineers, manufacturers, or competitors, without express written consent from Seller. This restriction applies to both commercial gym installations and individual residential use. Regardless of the intended setting, Buyer shall treat all proprietary aspects of the Equipment and its construction as confidential and protected intellectual property of the Seller.

 

19. Insurance Requirement for Commercial Buyers

Commercial buyers agree to maintain active liability insurance coverage that includes risks associated with the use of the Equipment on their premises. Proof of such insurance must be provided to Seller upon request.

 

20. Force Majeure

Seller shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, supply chain interruptions, acts of war or terrorism, or governmental restrictions.

 

21. Severability

If any provision of this Agreement is found to be invalid or unenforceable under applicable law, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

 

22. Headings

Section titles are for convenience only and shall not affect the interpretation or construction of this Agreement.

 

23. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, including use of electronic signature platforms such as DocuSign or similar services. Electronic and scanned signatures shall be considered legally binding.

 

 

24. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall first be submitted to good faith mediation between the parties. If mediation fails to resolve the dispute, the matter shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Faulkner County, Arkansas, and the judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party shall bear its own legal fees and costs unless otherwise determined by the arbitrator.