SWISS STRENGTH CONSULTING (SSC)

TERMS AND CONDITIONS – SALE OF FITNESS EQUIPMENT AND OTHER SERVICES

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1 GENERAL:

‍(1.1) Any contract entered into by the Vendor, Swiss Strength Consulting, (“SSC”) for the sale (“Sale”) of goods (“Equipment”) or services (“Services”) are subject to these terms and conditions of Agreement (“the Terms”) unless varied by alternative SSC terms and conditions which expressly provide for such variation. No other terms, or conditions (including any written on or attached to any purchase order, form, document or correspondence) shall be included or implied unless previously agreed upon in writing and signed by an authorised officer of SSC. No purported variation of the Terms will be effective unless confirmed in writing by SSC, its agents or employees in respect of any representations or statements made. No forbearance or indulgence by SSC in enforcing any term shall constitute a variation of it or waiver of SSC’s right under it. (1.2) In the event of any conflict or inconsistency between these Terms of trading and the terms of your order, these Terms prevail, unless otherwise agreed by SSC in writing. (1.3) These Terms are subject to any variation that may be stated by SSC in the order acknowledgement. (1.4) Telephone orders must be confirmed in writing. No responsibility can be expected nor accepted for inaccuracies of orders given by telephone. (1.5.) The purchase by the Customer of Installation (“Install”), spare/replacement parts for the Equipment and the supply by SSC of any other Services (including maintenance services relating to the Equipment), will additionally be governed by separate terms and conditions to these Terms. (1.6) References to writing shall include e-mail.

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2 COMMENCEMENT DATE AND DURATION:

(2.1) The Terms of this agreement will commence on the date of order acknowledgement and will continue in force until the Sale of Equipment has been completed with Equipment delivery and Install, should Install have been separately agreed, and all payments (“Payments”) have been made or (2.2) the agreement has been terminated in accordance with the Terms hereof.

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3 ACCEPTANCE:

(3.1) No order shall be deemed accepted by SSC unless received in writing. Only when SSC has notified the Customer of acceptance of the written order by dispatch of the order acknowledgement shall the agreement between SSC and the Customer be deemed to be made and in force. (3.2) Any quotation issued by SSC shall be open for acceptance at any time during the validity period shown on the quotation. After the expiration of the validity period of the quotation, the quotation is deemed to have been withdrawn by SSC but may, at SSC’s discretion, be honoured or a new quotation issued at SSC’s discretion. (3.3) Any quotation is made on the understanding that it will be accepted in full. In the event of partial acceptance of the quotation by the Customer a written revised quotation may be sent by SSC to the Customer. (3.4) In the event of such partial acceptance, any discount that was agreed upon and based on full acceptance of a quotation may at SSC’s discretion be reduced or withdrawn.

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4 SALE AND PAYMENT:

‍(4.1) The Sale to be carried out by SSC is set out in the order acknowledgement including the amounts of and dates for Payments. (“the Payments “). (4.2) A minimum of 50% deposit is required with Equipment order and any balance of payment is due prior to the date of dispatch from the manufacturer or supplier warehouse unless other terms are stated in writing by SSC. (4.3) Should customisation beyond choice of standard frame and upholstery colour be required, including placing of Customer logo or mark, or should date of dispatch from manufacturer of supplier warehouse fall within 28 days of Equipment order, 100% may be required with Equipment Order. (4.4) The time for payment shall be of the essence of the contract. In the event of default in payment by the due date, SSC reserves the right at any time to impose an interest charge of 2% a month or part thereof on monies overdue, and to suspend delivery or terminate the agreement in respect of any of the Equipment remaining undelivered. In event of non-payment or other default by the customer SSC shall be entitled to recover all legal costs incurred thereby on an indemnity basis

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5 PRICES:

(5.1) Any prices quoted by SSC are provisional only and shall be subject to variation without notice prior to placing of order. (5.2) Goods are invoiced at the price ruling at the date of Equipment order. (5.3) Prices do not include Install unless otherwise stated and standard delivery is to curb side only. Install services are subject to full site survey and separate quotation. (5.4) Prices quoted are exclusive of VAT which is chargeable at the current rate. (5.5) Should equipment ship direct from Canada via shipping container to a non-UK address, the container will be cleared at the local border by SSC customs representative. The Customer is required to pay local VAT and any applicable import duties in advance and on request. Custom authorities will not release the shipping container until payment is made and the Customer will be solely responsible for any fines and charge levied by the port, by the shipper or by the customs authorities in the event of late or non-payment. (5.6) SSC reserves the right to amend the price to cover any alterations in labour, raw material, transport or production costs or changes in foreign exchange rates in the event completion of delivery is materially delayed by the Customer. (5.7) SSC are under no obligation to provide any Equipment or Service at an incorrect (lower) price, even after issuing an order acknowledgement, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as a mis-pricing.

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6 INTELLECTUAL PROPERTY RIGHTS:

‍(6.1) All Intellectual Property Rights in either party’s Trademarks and logos remain the exclusive property of that party at all times and the other party shall acquire no rights therein. Should the Customer provide logos for inclusion on the equipment, such logos shall not be used by SSC or its representatives in any other capacity than for the purpose intended and agreed.

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7 WARRANTIES AND EXCLUSIONS:

(7.1) SSC uses third-party manufacturers and suppliers and any warranty conditions are those offered by that manufacturer and subject to variation from time to time. SSC cannot vary the terms and conditions of such third-party warranties and placing of the Equipment order will constitute Customer acceptance of any and all third-party warranty terms and conditions. A copy of manufacturer warranty terms will be available to the Customer. (7.2) Should any Equipment be found to be faulty, either at the time of delivery, or at a later date and still under warranty, then SSC will either repair or replace said goods at its choice and in accordance with individual manufacture policy and warranty. This does not affect any Customer statutory rights. The warranties contained within this clause 7 do not apply to any defect in the Equipment arising from the following: fair wear and tear, wilful damage or neglect, accident, negligence by the Customer or any third party; if the Customer uses the Equipment in a way that the manufacturer does not recommend; if the Customer fails to follow manufacturer instructions, including but not limited to instructions for regular service of the Equipment; if there is any alteration or repair of the Equipment carried out by third parties who are not a manufacturer Authorised Service Provider and if the Customer does not use manufacture approved parts. Any exchanged parts and products replaced under warranty will become the property of SSC. Equipment shall not be covered by warranty if it has been moved to a different location without first informing SSC in writing, such consent for warranty continuation to not be unreasonably withheld, Warranties are not transferable and will no longer be in force should Equipment be sold to a third party or removed from the original country of Sale. (7.3) Save as specifically provided herein, SSC shall have no liability to the Customer for any loss or damage howsoever arising from or in connection with these Terms or the supply of the Equipment. Without prejudice to the generality of clause 7.3 above, SSC shall have no liability for any losses or damages which may be suffered by the Customer whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories: economic loss; profit loss; anticipated savings; loss of business opportunity or goodwill or special, indirect or consequential damages or loss resulting from the Sale, delivery and installation of the Equipment under these Terms; loss of amenity of the use of the Equipment in the event of any damage or defect to any component part of the fitness and ancillary equipment specified in the Sale, third party manufacturer warranty notwithstanding (7.4) The above exclusions shall apply to the fullest extent permissible at law and SSC’s total liability (whether in contract, tort, (including negligence or otherwise) under or in connection with these Terms or agreement between SSC and the Customer relating to the supply of Equipment or based on any indemnity or contribution, shall not exceed the amount that the customer has paid for the Equipment.(7.5) The Customer acknowledges and accepts that any advice, opinion, statement of expectation, forecast or recommendation supplied by SSC shall not amount to any form of guarantee that SSC has determined or predicted future events or circumstances, and acknowledges and accepts that such advice opinion, statement of expectation, forecast or recommendation made by SSC shall be based upon a professional assessment of, as far as reasonably possible, all the facts, issues and trends pertaining to the subject matter at that point in time. (7.6) The Customer warrants that it Is a legally existing entity if dealing as a business Customer and the signatory has the appropriate authority to enter into the Terms of this agreement

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8 GYM SITE:

(8.1) The Customer hereby represents and warrants to SSC that all structural assessments and surveys deemed necessary have been undertaken by persons qualified to do so as required in determining whether the gym Site (the ‘Site’) meets any and all required standards and is suitable for the installation and operation of all Equipment supplied. This includes, but not limited to, floor loading, structure of floor and flooring surface, ceiling height, points of access and ability to install the equipment inside the Site, positioning of equipment and compliance with any and all relevant Health and Safety rules relating to the operating and maintaining of the Site should said Site be made available for use by members of the general public. (8.2) Without prejudice to the generality of clause 8.1 above, SSC shall have no liability for any losses or damages which may be suffered by the Customer either at time of install or at any future date.

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9 CANCELLATION:

‍ Most Equipment is fully custom made to individual order: (9.1) Cancellation of any custom order prior to dispatch from the manufacturer will be accepted only on payment of 50% of the order value. Should the Equipment have been customised beyond choice of standard frame and upholstery colour or have a Customer logo or trademark placed upon it cancellation cannot be accepted and payment must be made in full. (9.2) Cancellation after delivery or after delivery and installation cannot be accepted and payment must be made in full. (9.3) Cancellation of an order by the Customer for whatever reason shall entitle SSC to recover any ancillary costs and expenses incurred over and above these Terms laid down including but not limited to the cost of completed or part manufacture or purchase of other manufacturer accessories to be used in conjunction with the main Equipment purchase and ordered prior to the termination, which equipment shall remain the property of SSC until the appropriate Payment is made. It includes the cost of repatriating all Equipment to a delivery destination of SSC’s choosing, should the Equipment have been dispatched from the manufacturer address, and the Customer not make the appropriate Payment. Right of ownership is retained by SSC and will only transfer to Customer upon Payment in full of all amounts due to SSC in respect to the Terms of this agreement and Equipment order. Cancellation must be in writing (9.4) SSC may terminate this order and Terms of agreement upon giving written notice to the Customer if the Customer shall have failed to comply within the time set out in any such request for instructions or information where SSC deems such instructions or information are necessary to enable it to continue carrying out its obligations in relation to Sale, delivery and Install of the equipment and at the agreed price.

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10 CUSTOMERS: (10.1)

These Terms are intended for use between SSC and a Customer dealing as a business customer. In the event that the Customer is a private consumer, the relevant legislation in force at the time shall apply as appropriate and the consumer’s statutory rights shall not be affected with the Terms interpreted accordingly.

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11 TIMETABLE AND FORCE MAJEURE EVENTS: (11.1)

Upon placing of the Equipment order SSC shall provide the Customer with a provisional Timetable ( the ‘Timetable’) for the Sale, delivery and separate Install, if required, of Equipment specified in these Terms. SSC will make the Customer aware of any modifications and changes to the Timetable as soon as they become known. For all goods that are required to be customs cleared then SSC will provide final confirmation of Delivery Date once goods have been cleared by the appropriate authority at the final destination country. (11.2) Whilst time of delivery shall not be the essence of any contract, SSC shall make every reasonable effort to deliver the Equipment within the quoted time period but is not held responsible or liable for any events that cause delay or consequence of delay outside of its control including Force Majeure Events. Force Majeure Events include but are not limited to the following: Strikes or other industrial action; civil commotion, riot, terrorist attack or threat of terrorist attack, war or threat of war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; legislation, regulations or restrictions of any government. SSC shall have no liability for any costs, losses or damages which may be suffered by the Customer whether the same are suffered directly or indirectly or are immediate or consequential including, but not limited, to the following; all delays resulting from the third party manufacture of all and any equipment specified in these Terms; delays resulting from shipping and transport of said equipment to the Site whatsoever the cause; delays resulting from damage or loss during transit although SSC does warrant that all goods in transit carry full and appropriate transit insurance; delays in obtaining import customs clearance; Customer failure to provide artwork or logos in the required format within the time set out; failure by the Customer to make the appropriate Payments when so requested. (11.3) Without prejudice to the generality of clause 11.2 above, if any such delay occurs then (unless the cause frustrates or renders impossible or illegal the performance of the Sale agreement or otherwise discharges it) the period for SSC to perform its obligations shall be extended by such period (not limited to the length of the delay) as SSC may reasonably require to complete the performance of its obligations. If SSC’s performance of any of its obligations set out within these Terms, is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”) then: (a) SSC shall without limiting its other rights or remedies, have the right to suspend delivery of the Equipment (or any other services being provided to the Customer) until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays SSC’s performance of any of its obligations; and (b) SSC shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SSC’s failure or delay to perform any of its obligations as set out in these Terms. (11.4) Should agreed delivery method be by shipping container to be delivered direct from shipping port of entry direct to Site or should delivery price be calculated based on consolidation with other local deliveries, it will not be possible to vary or request an alternate delivery date. Should Customer require an alternate date and time, SSC reserves the right to pass on to the Customer any and all charges incurred in respect to storage including storage of complete container(s), or for unloading of container(s), storage to warehouse and reloading and hire of appropriate vehicle and specialist lifting equipment if required on the revised Delivery Date

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12 SITE ACCESS:

(12.1) The Customer warrants that there will be safe and unrestricted access to the Site on the Delivery Date (‘Delivery Date’) to enable SSC to undertake the delivery and Install should separate Install have been agreed. (12.2) If Install has been agreed, the Customer will ensure that all installation personnel are made aware of any on-site regulations, inductions or restrictions inclusive of emergency evacuation procedures where applicable. All other on-site personnel will be made aware of the activities to be carried out by the SSC installation team. Failure by the Customer to notify SSC in writing prior to despatch from manufacturer or supplier warehouse to the contrary or failure on the Delivery Date to provide safe and unrestricted access will constitute an aborted delivery and install and will result in the Customer paying the following: a cancellation charge equal to 100% of the agreed installation costs; all charges and costs associated with the storage of the Equipment order, including storage of complete container(s) should method of delivery by container have been agreed, or for unloading of container(s), storage to warehouse and reloading and hire of appropriate vehicle and specialist lifting equipment if required on the revised Delivery Date. (12.3)The Customer is solely responsible for arranging parking suitable for the unloading of a delivery container or other such delivery vehicle, the size of which to be confirmed in writing by SSC, outside the Site premises and for the payment of any parking permits or granting of permissions required in the connection of such vehicle unloading for a time period to be specified. Should parking not be available on Delivery Date, all costs related to failure or delay in unloading the vehicle due to inability to park the delivery vehicle are strictly the responsibility of the Customer. The Customer further confirms that the access route to and from the Site location is suitable to withstand the imposed loads of the delivery vehicle, the size and weight to confirmed by SSC prior to delivery, and that such vehicles are legally permitted to do so. Should access be via a private road or driveway, then the Customer warrants that the appropriate permissions have been obtained prior to delivery. (12.4) If separate Install has not been agreed and delivery is to curb side only, the Customer warrants that there is sufficient area to unload and position the equipment to curb-side without causing a Health & Safety hazard. (12.5) Due to manpower requirements it is not possible to switch from curb side only delivery to delivery and Install on the day of delivery. (12.6) Most Equipment is delivered fully assembled and it is the sole responsibility of the Customer to ensure that the equipment will fit into the gym site. Delivery drivers are not permitted to disassemble the equipment or assist with carrying equipment into the gym Site.

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13 CLAIMS:

(13.1) Any claim by the Customer that any Equipment supplied does not conform to the agreement specifications must be made in writing within 24 hours of delivery. The Equipment concerned shall not be subject to any process nor disposed of until SSC has had the opportunity to inspect and/or test said Equipment. The Customer should examine the Equipment upon delivery and if items are damaged or missing and an employee of SSC is not in attendance should state details on the Equipment received note. Equipment should be signed for “not examined” unless opened on receipt and found correct otherwise SSC cannot accept responsibility. (13.2) If the Equipment is not found to be defective then SSC’s costs of inspection shall be borne by the Customer. If the Equipment is found to be defective, SSC shall at its option replace or repair in accordance with manufacturer warranty terms and this shall be the limit of SSC’s responsibility

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14 MISCELLANEOUS:

(16.1) The Customer shall not assign any rights or delegate any duties hereunder to any other person without SSC’s prior written approval which it will not unreasonably withhold. SSC reserves the right to transfer any or all its obligations under these Terms. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law. If SSC fails, at any time while these Terms are in force, to insist that the Customer performs any of its obligations under these Terms, or if SSC does not exercise any of its rights or remedies under these Terms, that will not mean that it has waived such rights or remedies and will not mean that the Customer does not have to comply with those obligations. If SSC does waive a default by the Customer that will not mean that SSC will automatically waive any subsequent default by the Customer. No waiver by SSC of any of these Terms shall be effective unless it expressly says that it is a waiver and it tells the Customer so in writing. A person who is not party to these Terms shall not have any rights under or in connection with them. (16.2) SSC have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting their business and those of their manufacturers and suppliers, changes in payment methods, and changes in relevant laws and regulatory requirements.

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15 OTHER:

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