TERMS AND CONDITIONS – WHOLESALE
WELCOME TO GOGYM’s WEB SITE. GOGYM AND ITS ASSOCIATES PROVIDE THEIR PRODUCTS and SERVICES TO YOU SUBJECT TO THE FOLLOWING CONDITIONS. IF YOU VISIT, BROWSE, OR SHOP WITHIN THIS WEBSITE OR PURCHASE FROM AUTHORIZED RESELLERS OF GOGYM, YOU ACCEPT THESE CONDITIONS. PLEASE READ THEM CAREFULLY.
Terms and Conditions of Sale
- GOVERNING TERMS: These Terms and Conditions of Sale shall apply to all sales of GoGym including those by Motiva Marketing Group (“MOTIVA”). Unless otherwise specifically agreed in writing and signed by an officer of MOTIVA, any different or additional terms and conditions proposed by any customer in a purchase order or otherwise are EXPRESSLY REJECTED by MOTIVA.
- PRICE: MOTIVA and Purchaser agree that MOTIVA shall sell, and Purchaser shall buy, the items for the prices set by MOTIVA, which are subject to change without notice unless otherwise agreed in writing. All prices are F.O.B. shipping point unless otherwise specified. The prices quoted do not include any applicable federal, state or local taxes, which shall be paid by the Purchaser.
- PAYMENT: MOTIVA accepts payments made by wire transfer, credit card, cash and/or check. Payments shall be sent to MOTIVA Accounts Receivable, P.O. Box 11656, SAINT PAUL, MN. 55111. Unless otherwise agreed, special order items must be paid at time of order placement. Special order items include without limitation all items not normally stocked by MOTIVA OR GOGYM.
- SHIPPING: All sales are F.O.B. shipping point. Ownership of products shall pass from MOTIVA to the Purchaser upon MOTIVA’S tender of the product to the carrier. Shipping dates are approximate and depend upon MOTIVA’S prompt receipt of all necessary information from Purchaser.
- DAMAGES OR SHORTAGES IN TRANSIT: For all deliveries made by a carrier, Purchaser agrees that it must make any claim for shortages, losses, and apparent or concealed damages sustained in transit directly with the carrier. MOTIVA is not liable for any shortages, losses or damages sustained in transit by carrier. In the event delivery is made by MOTIVA, Purchaser agrees that it must make any claim to MOTIVA for shortages, losses, and apparent or concealed damages sustained in transit within five (5) days of receipt of the merchandise. If Purchaser does not raise a claim within five (7) calendar days, then Purchaser forever waives its right to do so and releases MOTIVA from all liability associated therewith.
- RIGHT OF INSPECTION: Purchaser shall have the right to inspect the goods at the time and place of delivery before accepting them. If Purchaser takes possession of the goods without inspection, this shall constitute a waiver of the right to inspect. If, upon inspection, Purchaser finds any problem with the goods, Purchaser must notify MOTIVA within five (7) calendar days from the date of delivery for resolution and disposition. Failure to do so shall be deemed to be acceptance of the goods “as is”.
- DELIVERY TIME/FORCE MAJEURE: Shipment or delivery dates are the best estimates of MOTIVA and its suppliers. MOTIVA makes no guarantee regarding ship dates and shall not be liable therefor. MOTIVA shall not be responsible or liable for any delay, directly or indirectly resulting from or contributed to by (i) any foreign or domestic embargo, seizure, act of God, insurrection, war and/or continuance of war; or (ii) the adoption or enactment of any law, ordinance, regulation, ruling or order, directly or indirectly interfering with or rendering more burdensome production or delivery hereunder; or (iii) the unavailability of the usual means of transportation; or (iv) fire, flood, explosion, strike, pandemic or other accident or contingency beyond MOTIVA’s control; or (v) any of the foregoing conditions or events affecting MOTIVA’s suppliers or sources of transportation. In the event that one or more deliveries is suspended or delayed by reason of any one or more of the above occurrences or events, any and all deliveries suspended or delayed shall be made after such occurrences or events have ceased to exist. Nothing contained herein shall be construed as decreasing the quantity of the merchandise purchased by Purchaser, but shall only serve to delay delivery in any of the above-mentioned occurrences or events.
- CANCELLATION OF ORDER: An order may be cancelled by the Purchaser only if the cancellation is agreed to by MOTIVA. In the event of such an agreed-upon cancellation, Purchaser must pay all reasonable charges based upon expenses already incurred by and commitments made by MOTIVA in connection with that order.
- RETURNS: MOTIVA’s written authorization will be required before returns will be accepted. A document such as a packing slip or invoice number must accompany all returned merchandise. Returned product is subject to a restocking charge of 25% of the invoice amount. Merchandise that has been specially ordered may not be eligible for return or credit. Purchaser is responsible for all freight charges and restocking charges related to the return.
- DISCLAIMER OF WARRANTIES: MOTIVA will assign to Purchaser all transferable warranties made to MOTIVA by the manufacturers or suppliers of goods. MOTIVA MAKES AND GIVES NO WARRANTIES, EXPRESS OR IMPLIED, AND IT IS EXPRESSLY UNDERSTOOD THAT IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED WITH RESPECT TO ANY AND ALL PRODUCTS, MATERIALS OR SERVICES FURNISHED BY MOTIVA, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW. This general warranty policy supersedes any other warranties contained in plans or specifications on which a quotation or proposal from MOTIVA may be based and cannot be expanded without the prior and specific written consent of MOTIVA.
- REMEDY: MOTIVA shall not under any circumstances be liable for special, indirect, incidental, consequential or punitive damages, such as, but not limited to, damages or loss of property or equipment, loss of profits or revenue, cost of capital, cost of purchased or replacement goods or claims of Purchaser or its customers for service interruptions. Purchaser’s sole remedy shall be pursuant to any warranty extended by the Manufacturer. The remedy of the Purchaser set forth herein is exclusive, and the liability of MOTIVA with respect to any contract, or anything done in connection therewith, such as the performance or breach thereof, or from the sale, delivery, resale, installation or use of any goods sold, whether arising out of any theory of contract, negligence, strict liability, or under any warranty or otherwise, for any damages whatsoever, shall not exceed the price of the goods upon which such liability is based.
- AUTHORITY OF THE COMPANY’S AGENTS: No agent, employee or representative of MOTIVA has any authority to bind MOTIVA to any affirmation, representation, promise or warranty concerning the goods sold under this agreement. No affirmation, representation or warranty made by an agent, employee or representative is specifically included within the terms and conditions of this agreement, and no such affirmation, representation or warranty has formed a part of the basis of this bargain and shall not be enforceable by Purchaser.
- TECHNICAL SPECIFICATIONS: Purchaser is solely responsible for ensuring that the goods ordered, and the quantities of goods ordered are correct. MOTIVA is not responsible for meeting technical specifications. MOTIVA’s responsibility is limited to sales of products as ordered by the Purchaser and described on this website marketplace.
- ASSIGNMENT: MOTIVA and Purchaser agree that MOTIVA may assign all its right, title and interest in the account created by this Agreement including, without limitation, its collection remedies; and, Purchaser shall honor all the terms of this Agreement as if assignee were MOTIVA.
- CHOICE OF LAW: This agreement is governed by the law of the State of Minnesota, which law shall apply with respect to resolution of any and all disputes arising from or related to the terms of this agreement or the subject matter to which it pertains.
- DISPUTE RESOLUTION PROCESS: MOTIVA and Purchaser agree that any dispute between the parties arising out of or relating to this agreement, including but not limited to claims based on theories of breach of contract or tort, shall be resolved by the sole and exclusive remedy of binding arbitration. The arbitration shall be conducted by three neutral arbitrators in Hennepin County, Minnesota under the auspices of and in accordance with the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding on the parties thereto, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.
- COMPLETE AGREEMENT: This writing is intended by the parties to be the final expression, and the complete and exclusive statement, of the terms and conditions of their agreement.
- MODIFICATION: This agreement can be modified or rescinded only by a writing signed by duly authorized representatives of MOTIVA and Purchaser.