Terms and Conditions

These Terms and Conditions (“Terms”) govern all purchases, orders, quotations, gym buildouts, equipment sales, installations, deliveries, repairs, financing agreements, storage arrangements, and use of the USA Fitness Equipment Depot, Premier Strength Equipment, and affiliated websites and services.

By placing an order, accepting a quotation, signing an agreement, making payment, accepting delivery, or utilizing Company services, Customer agrees to be bound by these Terms and Conditions.

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1. DEFINITIONS

“Company” shall mean USA Fitness Equipment Depot, Premier Strength Equipment, their owners, officers, employees, contractors, agents, affiliates, successors, and assigns.

“Customer” shall mean any individual, business, corporation, LLC, partnership, organization, gym, school, government entity, or purchaser.

“Equipment” shall mean all products, goods, parts, flooring, turf, accessories, services, installations, repairs, and materials sold or provided by Company.

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2. QUOTATIONS AND PRICING

All quotations are valid for thirty (30) days unless otherwise stated in writing.

Prices, availability, freight costs, tariffs, manufacturer pricing, production schedules, and lead times are subject to change until an order is accepted and payment is received.

Company reserves the right to correct clerical, typographical, pricing, or calculation errors at any time.

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3. PAYMENT TERMS

Unless otherwise agreed in writing:

Equipment Orders

* Deposits may be required before inventory is reserved or ordered.
* Full payment may be required prior to shipment or delivery.

Standard Gym Buildouts

* 50% deposit due upon contract execution.
* 25% progress payment due during project execution.
* 15% progress payment due prior to equipment shipment.
* Remaining balance due prior to final delivery and installation.

Expedited Gym Buildouts

* 80% deposit due before project commencement.
* Remaining balance due prior to delivery.
* Expedited projects receive priority scheduling, procurement, and manufacturing.

Failure to make payments when due constitutes default.

Customer shall be responsible for all collection costs, attorney’s fees, court costs, and expenses incurred by Company in collecting unpaid balances.

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4. SPECIAL ORDER PRODUCTS

The following shall be considered Special Order Products:

* Custom equipment
* Imported equipment
* Manufacturer-direct products
* Flooring
* Turf
* Custom upholstery
* Custom colors
* Branded products
* Custom logos
* Special-order parts
* Equipment not regularly stocked

Special Order Products are non-cancelable and non-refundable once ordered.

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5. NO REFUNDS AFTER PROCUREMENT

Once Company places an order with a manufacturer, vendor, supplier, freight carrier, or third party on behalf of Customer, payments become non-refundable.

Company incurs immediate obligations and expenses upon procurement and therefore cannot guarantee refunds after orders have been placed.

Any approved refund shall be at Company’s sole discretion and may be reduced by:

* Restocking fees
* Shipping charges
* Freight costs
* Storage fees
* Administrative expenses
* Manufacturer penalties
* Labor costs
* Credit card processing fees

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5A. CUSTOMER CANCELLATION

Customer acknowledges that Company immediately begins allocating resources, reserving inventory, securing manufacturing capacity, scheduling labor, purchasing materials, coordinating logistics, and incurring expenses upon acceptance of any order, quotation, proposal, or contract.

If Customer elects to cancel a project, order, gym buildout, equipment purchase, or service for any reason whatsoever, including but not limited to:

* Change of business plans
* Failure to obtain financing
* Lease termination
* Permit issues
* Construction delays
* Investor withdrawal
* Personal circumstances
* Business closure
* Change of ownership
* Economic hardship
* Decision not to open or operate a facility

such cancellation shall not relieve Customer of obligations already incurred on Customer’s behalf.

Deposits are non-refundable except where otherwise required by law.

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5B. CANCELLATION AFTER PROCUREMENT OR MANUFACTURING

Once equipment, products, materials, flooring, turf, parts, custom items, services, or components have been ordered, manufactured, reserved, procured, customized, branded, imported, or otherwise committed by Company, Customer remains liable for the full contract amount regardless of whether Customer ultimately accepts delivery.

Customer acknowledges that Company cannot return many products to manufacturers and incurs substantial costs in reliance upon Customer’s order.

Accordingly, cancellation after procurement shall not extinguish Customer’s obligation to pay the remaining contract balance.

Company may, at its sole discretion, attempt to mitigate damages through resale of equipment or reassignment of inventory; however, Customer remains liable for any deficiency, losses, costs, commissions, storage fees, freight expenses, and administrative charges incurred by Company.

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5C. FAILURE TO PROCEED WITH PROJECT

If Customer fails, refuses, delays, abandons, postpones indefinitely, or otherwise does not proceed with a gym buildout, installation, equipment purchase, or project after entering into an agreement, Customer shall remain responsible for all amounts due under the agreement to the extent products, services, labor, manufacturing, procurement, planning, logistics, or project management have been performed or committed.

Company shall not be required to issue refunds merely because Customer elects not to proceed with the project.

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5D. CLAIMS DEADLINE

Any request for cancellation, refund, credit, dispute, claim, adjustment, or demand relating to any order, project, equipment purchase, service, or contract must be submitted in writing within one (1) year of the original order date.

Failure to submit such claim within one (1) year shall constitute a complete waiver of such claim to the fullest extent permitted by law.

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6. USED EQUIPMENT SALES

Unless otherwise stated in writing, all used and refurbished equipment is sold:

AS IS

WHERE IS

WITH ALL FAULTS

Normal wear, cosmetic imperfections, scratches, rust, paint wear, upholstery wear, and signs of prior use do not constitute defects.

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7. DELIVERY ESTIMATES

All delivery dates are estimates only.

Company shall not be liable for delays caused by:

* Manufacturers
* Freight carriers
* Customs
* Port congestion
* Weather
* Labor shortages
* Supply chain disruptions
* Government actions
* Acts of God
* Third-party vendors

Delays shall not entitle Customer to cancellation, chargebacks, penalties, offsets, or damages.

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8. CUSTOMER SITE READINESS

Customer is solely responsible for ensuring:

* Adequate access
* Door clearances
* Hallway clearances
* Elevator access
* Structural support
* Electrical requirements
* Flooring requirements
* Permits
* Inspections
* Building compliance

Additional labor, equipment, or trips resulting from site conditions shall be billed separately.

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9. INSTALLATION SERVICES

Installation schedules are estimates only and are subject to product availability, customer readiness, technician availability, weather, and project conditions.

Customer shall provide a safe working environment.

Any delays caused by Customer may result in additional charges.

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10. STORAGE FEES

If equipment cannot be delivered due to customer delay, customer request, site readiness issues, financing issues, scheduling conflicts, construction delays, or any other circumstance outside Company’s control, storage fees shall begin accruing thirty (30) days after equipment is available for delivery.

Storage fees shall be:

$250.00 per month per order or 1.5% of the equipment value per month, whichever is greater.

Customer remains responsible for all balances due.

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10A. CUSTOMER DELAY AND LONG-TERM STORAGE

If Customer requests delayed delivery, is not prepared to receive equipment, fails to schedule delivery, fails to complete site preparations, or otherwise prevents delivery, Company may store equipment at its facility or another location.

Storage shall be at Customer’s sole risk and expense.

Customer’s obligation to pay for equipment shall not be suspended due to storage.

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11. ABANDONED PROPERTY

Any equipment, products, materials, flooring, turf, accessories, or other property remaining in Company’s possession for more than ninety (90) days after written notice that the property is available for pickup or delivery may be deemed abandoned property, subject to applicable law.

Company reserves the right to:

* Continue charging storage fees
* Refuse further storage
* Sell the property
* Dispose of the property
* Apply proceeds toward unpaid balances

Customer remains liable for any remaining deficiency.

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11A. FAILURE TO TAKE POSSESSION

If Customer fails to take possession of purchased equipment within ninety (90) days after notification that equipment is available for pickup, shipment, or delivery, Company may deem the equipment abandoned.

Company may thereafter:

* Continue charging storage fees
* Resell equipment
* Dispose of equipment
* Pursue collection of any remaining deficiency

Customer shall remain liable for all unpaid balances, attorney’s fees, storage charges, freight charges, and collection expenses.

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12. THIRD-PARTY PRODUCTS

Company is not responsible for:

* Manufacturer defects
* Vendor delays
* Product discontinuations
* Third-party warranties
* Changes in manufacturer specifications

Manufacturer warranties, if any, shall govern.

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13. WARRANTIES

Any warranty offered by Company shall be limited exclusively to the written warranty provided at the time of sale.

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING:

* MERCHANTABILITY
* FITNESS FOR A PARTICULAR PURPOSE
* NON-INFRINGEMENT

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14. LIMITATION OF LIABILITY

Under no circumstances shall Company be liable for:

* Lost profits
* Lost revenue
* Lost business opportunities
* Business interruption
* Consequential damages
* Incidental damages
* Indirect damages
* Special damages
* Punitive damages

Company’s maximum liability shall not exceed the amount actually paid by Customer for the specific product or service giving rise to the claim.

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15. CHARGEBACKS

Customer agrees not to initiate chargebacks for valid transactions.

If Customer initiates a chargeback and Company prevails, Customer shall be responsible for:

* Chargeback fees
* Collection costs
* Attorney’s fees
* Court costs
* Administrative expenses

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16. FINANCING

Any financing approval is subject to lender underwriting and approval.

Company does not guarantee financing approval.

Financing agreements shall be governed by separate financing documents.

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17. INTELLECTUAL PROPERTY

All logos, trademarks, photographs, videos, graphics, product designs, content, and marketing materials remain the exclusive property of Company.

Unauthorized use is prohibited.

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18. FORCE MAJEURE

Company shall not be liable for delays or failures resulting from events beyond its reasonable control, including:

* Natural disasters
* Acts of God
* Pandemics
* Labor disputes
* Transportation disruptions
* Government actions
* Military conflicts
* Utility interruptions

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19. ATTORNEY’S FEES

In any dispute arising from these Terms, the prevailing party shall be entitled to recover reasonable attorney’s fees, court costs, collection costs, and litigation expenses.

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20. GOVERNING LAW AND VENUE

These Terms shall be governed by the laws of the State of Texas.

Any dispute arising from these Terms shall be brought exclusively in the state or federal courts located in Harris County, Texas, and Customer consents to such jurisdiction and venue.

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21. SEVERABILITY

If any provision of these Terms is determined to be unenforceable, the remaining provisions shall remain in full force and effect.

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22. ENTIRE AGREEMENT

These Terms, together with any quotation, invoice, purchase order, financing agreement, warranty document, proposal, or signed contract, constitute the entire agreement between the parties.

No verbal statement, promise, representation, employee communication, salesperson statement, consultant statement, installer statement, marketing material, or advertisement shall modify these Terms unless expressly agreed to in writing and signed by an authorized officer of Company.

Customer acknowledges that no employee, salesperson, consultant, contractor, installer, or representative of Company has authority to make promises, guarantees, refunds, delivery commitments, performance guarantees, or representations that differ from these written Terms.

Customer agrees not to rely upon any verbal statement not expressly contained in a written agreement.

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23. ACCEPTANCE

By placing an order, making payment, accepting delivery, signing any agreement, using Company services, or continuing with any transaction involving Company, Customer acknowledges that they have read, understood, and agreed to these Terms and Conditions in their entirety.