Commercial Purchase Terms & Conditions

Terms and Conditions for the Commercial Sales

1. General. All sales by YR Commercial Operations, LLC (“Your Reformer”) to its customers (each, a “Customer”) are subject to these terms and conditions (“Terms”). Customer’s acceptance of these Terms is made by executing the Quote (defined herein). These Terms apply to the purchase and sale of the goods (“Goods”) identified in the Quote.

2. Quote. Your Reformer shall issue a quote (“Quote”) to Customer, which identifies the Goods, the price of such Goods (“Price”), and any associated shipping and transportation fees for such Goods (together with the Price, the “Quote Fees”), as well as the payment schedule. For the avoidance of doubt, the Quote Fees shall include the Price, and all packaging shipping, and other transportation costs, but shall not include fees for customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes, which shall be later identified on the applicable invoice.

3. Guarantee. The Quote Fees are guaranteed for a period of thirty (30) days from the date identified on the Quote (“Guaranteed Period”). If the Client does not sign the Quote within the Guaranteed Period and pay the First Installment (as defined herein), the Quote Fees for such Goods may be modified in Your Reformer’s sole discretion.

4. Order Acceptance. The Quote, and these Terms, are not binding on Your Reformer until Your Reformer accepts the order by issuing Customer an invoice. If Your Reformer does not issue Customer an invoice within ten (10) days of Your Reformer’s receipt of the Quote, the Quote will lapse. Your Reformer may choose not to accept orders at its sole discretion

5. Prices and Payment Terms.

a. Invoicing. Following acceptance of a Quote, Your Reformer shall issue invoices to Customer in accordance with the Quote and these Terms. Customer understands and acknowledges that the invoice amounts may exceed the Quote Fees to account for customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes not identified in the Quote which are due to Your Reformer. All fees identified in the invoices shall hereinafter be referred to as the “Fees.”

b. Installments. Customer acknowledges and agrees that, unless otherwise agreed, Your Reformer shall require the Fees be paid in two installments, as follows: (a) the first installment of payment to Your Reformer shall be a non-refundable down payment, due and payable within seven (7) days of receipt of such invoice (“First Installment”), and (b) the second installment of payment to Your Reformer shall be a non-refundable payment of the remaining unpaid amount, due and payable, unless otherwise agreed, immediately upon receipt of an invoice from Your Reformer, which Your Reformer shall use reasonable efforts to issue at least three (3) weeks prior to shipment (“Second Installment”).

c. Payment. All payments of Fees hereunder shall be made in US dollars or as otherwise stated in the applicable invoice. If Customer pays by credit card, Customer is responsible for any credit card processing fees incurred.

d. Late Payments. If Customer does not timely pay the Fees in accordance with the invoice, such payment shall be considered a “Late Payment.” Customer shall pay interest on all Late Payments, calculated daily and compounded monthly, at the higher of the rate of 2% per month or the highest rate permissible under applicable law. Customer shall also reimburse Your Reformer for all reasonable costs incurred by Your Reformer in collecting any Late Payments, including attorneys’ fees and court costs.

6. Cancellations. Customer may cancel an order, subject to the terms contained in this Section 6. If Customer cancels the order (a) during the thirty (30) day period following Customer’s acceptance of the Quote (“Cancellation Period”) and (b) has paid only the First Installment, Customer shall receive a full refund of the First Installment, already paid. If Customer cancels an order (i) following the Cancellation Period, or (ii) has otherwise paid the First Installment and Second Installment during the Cancellation Period, Customer shall not be entitled to a refund of any Fees paid. Cancellation of an order will not affect any rights or obligations of the parties that come into effect upon or after termination of this Agreement or otherwise survive the expiration or earlier termination of this Agreement. All fees hereunder shall remain subject to Section 5.d.

7. Use of the Goods. Notwithstanding anything to the contrary in these Terms, Customer shall not: (a) use the Goods in any manner that is outside the purpose, scope or manner of use authorized by these Terms, or in any manner contrary to our instructions or applicable law; or (b) alter, obscure, or remove any safety notices placed on the Goods purchased under these Terms.

8. Shipments; Delivery; Title and Risk of Loss.

a. Delivery Point. Your Reformer will use commercially reasonable efforts to arrange for shipment of the Goods to Customer to the delivery point identified in the Quote (the “Delivery Point”). Freight shall be Ex Works INCOTERMS 2020 (“EXW”), Your Reformer’s facility in origin or such other facility as Your Reformer may later designate. Customer is responsible for (a) all loading costs and the provision of equipment and labor that is reasonably suited for receipt of the Goods at the Delivery Point, and (b) all unloading, installation, setup, and maintenance of Goods. For the avoidance of doubt, Your Reformer shall be entitled to suspend the delivery of any Goods if Customer fails to pay any amounts when due hereunder.

b. Valet Services. If set forth in the Quote, Your Reformer will assist Customer with the initial coordination of the delivery of the Goods to the Delivery Point using Your Reformer’s designated installation and delivery team (“Valet Service”). Your Reformer has the right to accept or deny a request for or the provision of Valet Service in its sole discretion. As part of the Valet Services, Your Reformer will assist with the unloading, installation, and setup, of the Goods. Customer consents to Your Reformer’s access, and its designated representatives’ and employees’ access, to the premises at the Delivery Point for installation of the Goods. Your Reformer is not liable for any delays, loss, or damage that occurs during delivery and installation of the Goods pursuant to the Valet Services or otherwise. Your Reformer makes no representations or warranties hereunder as to the delivery or installation of the Goods and Customer assumes all risk with regard thereto.

c. Delivery Safety. It is Customer’s responsibility to ensure that the Delivery Point can be accessed safely and the Goods, once delivered, will be secure. Customer represents the Delivery Point and surrounding areas are and will remain safe and free and clear of debris, snow, ice, hazards and dangers and is fit and suitable for the transportation and installation of the equipment. Customer is responsible for and shall indemnify against any claim arising out of or resulting from the bodily injury, death of any person, or damage to real or tangible, personal property resulting from Customer’s willful, fraudulent, or negligent acts or omissions during installation at the Delivery Point.

d. Delivery Date. The Goods will be delivered within a reasonable time after the receipt of Customer’s order, subject to availability; provided, Your Reformer shall not be required to ship or deliver any Goods until Customer’s timely payment of the Fees, unless otherwise agreed to in the Quote. Shipping and delivery dates are estimates only and cannot be guaranteed. All shipments are subject to delay. Your Reformer is not liable for any delays, loss, or damage in transit. Customer further understands and acknowledges that delivery of the Goods is contingent upon Customer’s immediate payment of the Second Installment upon invoicing. In the event the delivery is delayed for more than one hundred and twenty (120) days at the fault of Your Reformer, Customer may terminate the order and Your Reformer shall, without further liability, refund the Fees paid to in respect of any undelivered Goods. Such refund will be Customer’s sole remedy for any delay caused by Your Reformer.

e. Title. Title in and to the Goods will not pass to Customer until Your Reformer has received all sums due to it in respect of the Goods. As collateral security for the payment of the Fees, Customer hereby grants us a lien on and security interest in and to all of the right, title, and interest in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Ohio Uniform Commercial Code. Your Reformer reserves the right (without obligation or liability) to repossess such Goods or require Customer to return such Goods to our designated location at Customer’s sole cost and expense, if Customer fails to pay all amounts when due. Your Reformer retains all rights and remedies of a secured party under the Uniform Commercial Code. A copy of an invoice may be filed with the applicable authority at any time as a financing statement or otherwise in order to perfect Your Reformer’s security interest. Upon request, Customer will execute any financing statement or other instruments necessary or appropriate for Your Reformer to perfect its security interest.

f. Quantity. The quantity of any installment of Goods as recorded by Your Reformer on dispatch is conclusive evidence of the quantity received by Customer on delivery unless Customer can provide conclusive evidence proving the contrary.

g. Partial Shipments. Your Reformer may, in its sole discretion, without liability or penalty, make partial shipments of Goods. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer’s order.

h. Non-Acceptance. If for any reason Customer fails to accept delivery of any of the Goods on the date fixed pursuant to Your Reformer’s notice that the Goods have been delivered at the Delivery Point, or if Your Reformer is unable to deliver the Goods at the Delivery Point on such date because Customer has not provided appropriate instructions, documents, licenses or authorizations, or because the Delivery Point is inaccessible, unsafe, or unsecure: (1) (i) the Goods shall be deemed to have been delivered; and (ii) Your Reformer, at its option, may store the Goods until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance); or (2) the parties may work together to mutually determine a new delivery date and Delivery Point; in each case, in Your Reformer’s sole discretion.

i. Non-Delivery. Any liability for non-delivery of the Goods other than as set forth in Section 7(i) shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered; provided, Your Reformer shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless Customer gives written notice of the non-delivery within ten (10) days of the date when the Goods would in the ordinary course of events have been received.

9. Returns. No returns will be accepted without the prior written consent of Your Reformer. The return of any Goods may be subject to additional fees. Customer is responsible for all shipping and handling charges on returned Goods unless otherwise specified. Customer bears the risk of loss during return shipment. Your Reformer is not responsible for failures or delays in delivery or pick-up due to weather, incorrect address provided, or circumstances outside its control.

10. Warranty.

a. Limited Warranty. YOUR REFORMER WARRANTS (“LIMITED WARRANTY”) THAT DURING THE WARRANTY PERIOD, THE GOODS WILL MATERIALLY CONFORM TO THE PUBLISHED SPECIFICATIONS IN EFFECT AS OF THE DATE OF SHIPMENT AND WILL BE FREE FROM MATERIAL DEFECTS IN MATERIALS AND WORKMANSHIP.  EXCEPT FOR THE WARRANTY EXPRESSLY SET FORTH IN THIS SECTION, YOUR REFORMER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING WITHOUT LIMITATION, THE VALET SERVICES, AND EXPRESSLY DISCLAIMS ANY IMPLIED OR OTHER WARRANTY INCLUDING WITHOUT LIMITATION: (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER, SOLELY TO THE EXTENT SUCH LIMITATION IS LIMITED BY APPLICABLE LAW. YOUR REFORMER’S RESPONSIBILITY AND LIABILITY FOR DEFECTIVE GOODS IS LIMITED SOLELY TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH IN THIS LIMITED WARRANTY DURING THE APPLICABLE WARRANTY PERIOD. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY YOUR REFORMER OR ANY OF ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

b. Who May Use This Warranty? This Limited Warranty extends only to the original purchaser of the Goods. It does not extend to any subsequent or other owner or transferee of the Goods.

c. What Does This Limited Warranty Cover? During the Warranty Period, this Limited Warranty covers defects in materials and workmanship in the Goods.

d. What Does This Warranty Not Cover?

i. This Limited Warranty does not cover (1) any Goods that are, or that Your Reformer reasonably believes to be, stolen, counterfeit, purchased from an unauthorized distributor or reseller, or purchased or used outside the United States; or (2) Goods missing their serial number.

ii. This Limited Warranty does not cover any damages due to: (1) transportation; (2) storage; (3) improper use; (4) failure to follow the instructions as to storage, installation, commissioning, use or maintenance; (5) modifications; (6) combination or use with any products, materials, processes, systems or other matter not provided or authorized in writing by Your Reformer; (7) unauthorized alteration or repair; (8) normal wear and tear; (9) improper or negligent assembly, maintenance, installation, relocation, or repair; (10) external causes such as accidents, abuse, or other actions or events beyond our reasonable control.

e. What Is the Period of Coverage? This limited warranty starts on the date of Customer’s purchase and lasts for one (1) year (the “Warranty Period”) with the following exceptions:

i. Aluminium carriage rails, aluminium frame, wood carriage rails, wood frame, gear bar and foot bar are subject to a three (3) year Warranty Period.

ii. Springs, straps and ropes are subject to a two (2) year Warranty Period.

Any replacement or repaired component of a Goods is warranted for the remainder of the original Limited Warranty period, or thirty (30) days, whichever is longer, or for any additional period that is required by applicable law.

f. What Are the Remedies Under This Warranty? With respect to any defective Goods during the Warranty Period, Your Reformer will, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) free of charge, or (ii) refund the pro rata portion of the purchase Price of such Goods, less the value received. Your Reformer will also pay for shipping and handling fees to return the repaired or replacement Goods if it elects to repair or replace the defective Goods. To the extent permitted by law and subject, the Limited Warranty does not cover the cost for installing parts. Servicing charges will apply. Where permitted by law, replacement units, parts and electronic components reconditioned to as-new condition by Your Reformer or its vendors may sometimes be supplied as warranty replacement and constitute fulfilment of the Limited Warranty terms.

g. How To Obtain Warranty Service? To obtain warranty service, Customer must email our Customer Service Department at hello@yourreformer.com during the Warranty Period. Your Reformer is not be liable for a breach of the warranty unless: (i) Customer gives written notice of the defect, reasonably described, to Your Reformer within five (5) days of the time when Customer discovers or ought to have discovered the defect; (ii) Your Reformer is given a reasonable opportunity after receiving the notice to examine such Goods and Customer (if we request) returns such Goods at Your Reformer’s cost for the examination to take place there; and (iii) Your Reformer reasonably verifies the claim that the Goods are defective.

h. Customer’s Repair. Any attempt to move or repair fitness the Goods creates a risk of injury and property damage. Your Reformer is not responsible or liable for any damage or injury incurred during, or because of, any move, repair, or attempted repair of the Goods by anyone other than a Your Reformer authorised service technician. All moves or repairs attempted by Customer or its agents are undertaken at Customer’s own risk. Your Reformer shall have no liability for any injury to person or property arising from such attempted moves or repairs.

i. What Can Customer Do in Case of a Dispute with Your Reformer? The informal dispute resolution procedure detailed in Section 21 is available to Customer if Customer believes that Your Reformer has not performed our obligations under this Limited Warranty.

11. Third-Party Products. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third-Party Products, including without limitation tablets and tablet stands, are not covered by the limited warranty in Section 10. For the avoidance of doubt, YOUR REFORMER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Without limiting the disclaimers or limitations set forth in Section ‎11 and ‎12, as a courtesy and not as an additional Good or service, Your Reformer may use reasonable efforts to pass through warranties, if any, provided by Third Party Product manufacturers following reasonable request, provided however Your Reformer makes no warranties or representations related to the existence or terms of such warranties.

12. Limitation of Liability. THE REMEDIES DESCRIBED IN SECTION 10 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND YOUR REFORMER’S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOUR REFORMER’S LIABILITY WITH RESPECT TO THE GOODS OR THE USE THEREOF OR OTHERWISE PURSUANT TO THESE TERMS WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER FOR THE GOODS PURCHASED IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, NOR WILL YOUR REFORMER UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL RISK ASSOCIATED WITH OR ARISING FROM THE GOODS AND THE USE THEREOF, INCLUDING WITHOUT LIMITATION ALL LOSS, DAMAGE, INJURY, AND DEATH TO INDIVIDUALS AND PROPERTY, HOWSOEVER CAUSED, AND CUSTOMER WILL PROMPTLY INDEMNIFY INDEMNIFIED PARTY FROM AND AGAINST ALL CLAIMS, LOSSES, AND EXPENSES ARISING FROM OR RELATING TO THE GOODS AND THE USE THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER. The Goods are designed solely for educational and entertainment purposes only. Customer should not instruct any individual to rely on information provided or otherwise made available as part of or with the Goods or otherwise by us as a substitute or replacement for professional medical advice, diagnosis, or treatment. The use of any information with or otherwise through the Goods is solely at Customer’s sole risk, and Customer and each individual should not disregard, avoid, or delay in obtaining medical or health related advice from a healthcare professional because of any information provided with, on or through the Goods or otherwise by Your Reformer. Nothing stated in the Goods or otherwise made available by Your Reformer is intended to be, nor may be taken to be, the practice of medical or counseling care (including without limitation, psychiatry, psychology, psychotherapy, or health care treatment, instructions, diagnosis, prognosis or advice). The Goods are continually under development, and Your Reformer makes no warranty of any kind, implied or express, as to the accuracy, completeness or appropriateness thereof for any purpose.

13. Safety Disclaimer. Physical exercise, in all of its forms and with or without the use of equipment such as blocks, straps or any other equipment that may be suggested by an instructor, is a strenuous physical activity. Accordingly, Customer is urged and advised to seek the advice of a physician before beginning any physical exercise regimen, routine, program or using the Goods or any other equipment provided or otherwise made available or demonstrated by Your Reformer or in or through the Goods. Your Reformer is not a medical organization and its instructors or staff cannot give Customer medical advice or diagnosis. All suggestions and comments relating to the use of equipment, poses, moves and instruction are not required to be performed by Customer and are carried out at Customer’s election. Nothing contained in the Goods or otherwise provided or made available with the Goods or on or through Your Reformer’s services should be construed as any form of such medical advice or diagnosis. Customer represents that it understands that physical exercise involves strenuous physical movement, and that such activity carries the risk of injury whether physical or mental. Customer understands that it is Customer’s responsibility to judge Customer’s and each user’s physical and mental capabilities for such activities. It is Customer’s responsibility to ensure that by participating in classes and activities or otherwise utilizing or assisting others with the utilization of the Goods, the user will not exceed such user’s limits while performing such activity, and Customer will select the appropriate level of classes for each user’s skills and abilities, as well as for any mental or physical conditions and/or limitations Customer and the applicable user has or are otherwise applicable. Customer understands that, from time to time, instructors may suggest physical adjustments or the use of equipment and it is Customer’s sole responsibility to determine if any such suggested adjustment or equipment is appropriate for Customer’s and each user’s level of ability and physical and mental condition. Customer expressly waives and will cause each user to waive all rights and release any claim that Customer and users may have at any time for injury of any kind against Indemnified Party.

14. Safety Procedure. The Original and The Studio can support users up to 264 pounds and 350 pounds respectively. The minimum age requirement is eighteen (18) years old. The Goods are not directed to persons under eighteen (18) years of age and may not be utilized by persons under eighteen (18) years of age. When utilizing or assisting others with the utilization of Goods, Customer must: (a) Check that each individual has sufficient space to practice; (b) Check there are no trip/slip hazards; (c) Check there are no objects such individual may fall on or come in contact with; (d) Check there are no sharp objects or hot surfaces nearby; (e) Ensure such individual has sufficient lighting; (f) Ensure camera/screen and other electrical appliances, including cables, are on a level surface and not in such individual’s training space causing a trip hazard; (g) Ensure the room has sufficient ventilation; (h) Ensure such individual has water to keep hydrated; (i) Remember to seek medical advice, or cause such individual to seek medical advice, before training if there are any existing injuries or other medical conditions; (j) Remember that children are not permitted to be in the area when Goods are utilized; and (k) Ensure all individuals in the area are aware of the training and avoid entering the space.

15. Indemnification. Subject to the terms and conditions of these Terms, Customer shall indemnify, defend and hold harmless Your Reformer and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party (collectively, “Losses”), arising out or resulting from any third-party claim alleging: (a) Customer’s, Customer’s contractors’, or Customer’s agents’ negligent or more culpable act or omission (including any recklessness or willful misconduct); (b) any bodily injury, death of any person or damage to real or tangible personal property caused by Customer, Customer’s contractors’, or Customer’s agents’ acts or omissions, or otherwise arising out of or relating to Customer’s breach of these Terms; or (c) Customer’s, Customer’s contractors’ or Customer’s agents’ failure, to materially comply with any applicable laws or in any manner contrary to Your Reformer’s operational instructions.

16. Intellectual Property. Your Reformer retains all ownership, license and other rights to all trademarks, copyrights, designs, logos, and other intellectual property rights related to the Goods, and, except for the right to use the Goods sold for the purpose provided in accordance with all instructions and applicable law, Customer obtains no rights to use any such intellectual property, including, but not limited to (i) trademarks and (ii) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, and other specifications and documentation, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”). Customer shall not acquire any intellectual property interest or goodwill from the use of the Goods under these Terms. Customer shall have the right to use Your Reformer’s Intellectual Property Rights in accordance with these Terms and its instructions solely as necessary to make use of the Goods purchased under these Terms for their intended purpose.

17. Goods Not for Resale or Export. Customer represents and warrants that it is buying the Goods for its own business use only, and not for resale or export. Customer further represents and warrants that all purchases are intended for final delivery to locations within the U.S., and Customer will not export, re-export, or transship any Good.

18. Force Majeure. Your Reformer will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and such failure or delay is caused by or results from acts or circumstances beyond Your Reformer’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

19. Termination. In addition to any remedies that may be provided under these Terms, we may terminate Customer’s order with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, or if the cost of materials or component products incorporated into the Goods or shipping, packaging, or other freight or operational costs materially increase prior to shipment.

20. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is expressly excluded.

21. Dispute Resolution and Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND YOUR REFORMER ARISING FROM OR RELATING IN ANY WAY TO CUSTOMER’S PURCHASE OF THE GOODS WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 21. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. If Customer prevails on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to Customer under the standards for fee shifting provided by law. Customer agrees to arbitration on an individual basis. In any dispute, NEITHER CUSTOMER NOR YOUR REFORMER WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

22. Assignment. Customer will not assign any of its rights or delegate any of its obligations under these Terms without Your Reformer’s prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of Customer’s obligations under these Terms. Your Reformer may assign these Terms, in whole or in part, in its sole discretion.

23. No Waivers. The failure by Your Reformer to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Your Reformer.

24. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than Customer.

25. Notices.

a. Customer. Your Reformer may provide any notice to Customer under these Terms by sending a message to the mailing address or email address that Customer provides in the Quote. Notices sent will be effective when Your Reformer sends notice. It is Customer’s responsibility to keep its address current.

b. Your Reformer. To give Your Reformer notice under these Terms, Customer must contact us by personal delivery, overnight courier, or registered or certified mail to 2400 E Cerritos Avenue, Anaheim, CA. Your Reformer may update its address for notices by notifying Customer in writing. Notices provided by personal delivery will be effective immediately. Notices provided by transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

26. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

27. Entire Agreement. The Quote, our order confirmation, and these Terms will be deemed the final and integrated agreement between Customer and Your Reformer on the matters contained in these Terms. Notwithstanding anything to the contrary, the parties expressly agree that no browse-wrap, click-wrap or other terms and conditions provided with any other documents or materials provided or otherwise made available by Customer will constitute a part of or amendment to these Terms or are or will be binding Your Reformer.