Franchisee Terms and Conditions
These conditions apply to the Equipment Supply & Services provided by
RECON Strength & Fitness Pty Limited.
1. In these terms, We, our and us refer to RECON, being RECON Strength & Fitness Pty Ltd (ABN 44 646 431 825).
You and your refer to the Purchaser specified as Air Locker Training Pty Ltd (ABN 14 631 622 449).
2. These terms are the basis for our Equipment Supply (combined with our Equipment Description / Price List & Warranty Annexures), pursuant to which we offer or agree to sell to you and install Equipment. These terms donot themselves contain any commitment to sell you Equipment.
3. No amendment, alteration, waiver or cancellation of any of these Terms is binding on us unless confirmed by us in writing. A Contract will be formed upon us accepting an order from you.
4. These terms prevail over any terms that you may seek to impose in relation to our supply of Equipment and/or related Services in any document issued by you (including any terms in your purchase order).
5. We will supply, in accordance with these terms, the Equipment for the Supply Price to the Delivery Location. The Supply Price is subject to change for each order. We will notify of any such changes in advance.
6. Any date for delivery of Equipment and/or Services that we specify is an estimate only. We are not liable to you for any damage, expense, loss or liability suffered or incurred by you arising from any late delivery. We may
deliver Equipment ordered by you in instalments and you will accept each instalment.
7. Equipment is deemed to be delivered to you when:
8. Risk in the Equipment will pass to you on delivery.
9. The cost of delivery will be borne by you.
10. For the Delivery Location specified, you will ensure that:
11. To the extent permissible by law, you indemnify us and our Representatives against any costs, loss or liability we or they may incur in respect of death or bodily injury to any person or loss or damage to any property (including
but not limited to consequential loss or damage) directly or indirectly caused by or resulting from your failure to observe clause 10.
12. Unless otherwise stated by us in writing, our Supply Price quoted does not include GST, delivery/collection costs, insurance or government taxes or duties.
13. You will pay or reimburse us for all GST, sales tax, stamp duty and other duties, taxes and fees which we may be liable to pay in connection with the supply of Equipment.
14. We will invoice the Supply Price for the Equipment in the following instalments;
16. Title to the Equipment supplied to you will only pass to you once we have received payment in full for all amounts owing to us under the invoice in cleared funds. In the meantime, subject to clause 15, you may use the Equipment in the ordinary course of your business.
17. No order may be cancelled, modified or deferred without the prior written consent of us (which is at our sole discretion), and if consent is given, then such consent will at our election, be subject to us being reimbursed for
all losses, including loss of profits and being paid an additional cancellation fee, being the 30% deposit.
18. We warrant to you that:
(ii) repairing the Equipment;
(iii) paying the cost of replacing the Equipment or of acquiring equivalent Equipment;
(iv) paying the cost of having the Equipment repaired.
(i) resupplying the Services;
(ii) paying the cost of having the Services supplied again.
These warranties extend only to you and to no other person.
21. Where we are liable to you in circumstances which are not covered by clause
20, then our liability to you for all events and occurrences, whether in contract, tort, under statute or otherwise, is limited to the Supply Price.
22. In addition to clauses 20 and 21:
23. Our obligations under the Supply terms are suspended for any period that we are prevented from performing
them by any Force Majeure Event.
24. Except to the extent we have otherwise agreed with you in writing, if:
25. All intellectual property rights in or relating to our Equipment or related Services supplied by us to you, including in relation to the development, manufacture, use, operation, repair or maintenance of the Equipment, or in
relation to any tooling, materials, drawings, samples, reports, work results and other documents, we create, remains at all times the sole and exclusive property of us or our licensor.
26. The Supply terms constitute the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter. You acknowledge and represent
and warrant to us that no representations, warranties, promises, undertakings, statements or conduct (whether express or implied):
27. You represent and warrant that:
28. Each term of the Supply will be interpreted so as to be effective and valid under applicable law. If any term of the
Supply is held to be prohibited by or invalid under applicable law, that term is ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Supply terms.
29. A term of the Supply may not be waived except in writing and signed by us. The waiver by a party of a breach by
another party of any term of the Supply does not operate as a waiver of another or continuing breach by that party of that term or any other term of the Supply.
30. We may request a related body corporate to perform any of our rights or obligations under this Agreement on our behalf.
31. You will not assign or novate any of your rights or obligations under the Supply terms without our prior written consent (which we may withhold in our absolute discretion). We may assign or novate any of our rights or
obligations under the Supply terms to any person by notice to you.
32. The parties acknowledge that nothing in the Supply terms constitutes a relationship of joint venture, employment or partnership between them.
33. The Supply terms may only be amended in writing.
34. The Supply terms are to be construed in accordance with the laws of New South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales, and the courts competent to
determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to the Supply terms.
35. All indemnities set out in the Supply terms and any clauses which expressly or impliedly have effect after
termination will continue to be enforceable notwithstanding termination of the Supply