Fitness Equipment Services – Terms & Conditions

Version 1.2 – 16 September 2025

 

1. Interpretation

In these Terms and Conditions:
- “Contractor” refers to Azgone Enterprises Pty Ltd as Trustee for The Aaron Terry Family Trust trading as Fitness Equipment Services.
- “Client” means the entity addressed on the reverse of this page, its successors and assigns, and any other persons offering to contract with the Contractor on these Terms and Conditions or, where such person is acting in the course of employment, such person’s employer.

 

2. Whole Agreement

These Terms and Conditions embody the entire agreement between the parties and, subject to the express terms contained in any written acceptance thereof, all previous dealings, representations and arrangements are excluded and cancelled.

 

3. Contractor General Obligations

The Contractor:
(a) must meet or exceed the Service Levels (if any);
(b) must, when present at the Client’s site, avoid unnecessary interference with the Client’s business and activities;
(c) must comply with all reasonable directions of the Client in relation to the Contractor’s performance of the Contract.

 

4. Title of Property

4.1 Ownership and property in goods supplied to the Client remain with the Contractor until the Client has:
(a) paid for the goods in full; and
(b) paid in full all other monies owing or unpaid by the Client to the Contractor, including in respect of goods previously or subsequently supplied.
4.2 In relation to goods for which payment in full has not been received:
(a) the relationship between the Client and the Contractor is fiduciary, and the Client will hold those goods as bailee;
(b) where the Client sells those goods, it does so as fiduciary agent of the Contractor; and
(c) proceeds of disposal, including insurance proceeds, must be kept separately in trust for the Contractor.

 

5. Access

Where payment in full has not been received, the Client irrevocably permits the Contractor, or any person authorised in writing, upon giving reasonable notice, to enter the Client’s premises (or premises where goods are reasonably believed to be held) for the purpose of examining or recovering the goods. The Client agrees to indemnify the Contractor for reasonable costs of removal, enforcement, and legal action in respect of such recovery.

 

6. Disputes

If the Client disputes any goods or services supplied by the Contractor, or disputes an invoice, the Client must notify the Contractor in writing with reasons within a reasonable period after becoming aware of the issue. This clause does not affect the Client’s rights under the Australian Consumer Law.

 

7. Payment

7.1 The Client agrees to pay all amounts due in clear funds within the Contractor’s agreed timeframe of 14 days, but no later than 28 days from the date of invoice.
7.2 If payment is not made in accordance with this clause, the Contractor may:
(a) charge interest on overdue amounts at a rate of 2% per month, calculated on the outstanding balance;
(b) recover reasonable costs and expenses incurred in collecting overdue accounts, including legal and debt collection costs on an indemnity basis; and
(c) suspend supply of further goods or services until outstanding amounts are paid.

 

8. Termination

8.1 Termination by Client (for cause)
The Client may terminate the Contract in whole by giving at least 30 days’ written notice if:
(a) the Contractor breaches the Contract and the breach cannot be remedied, or the breach can be remedied but is not remedied within 30 days (or such longer period as specified in the notice) after receiving written notice;
(b) a conflict of interest arises which cannot reasonably be managed to the Client’s satisfaction;
(c) the Contractor ceases business or indicates it is unable or unwilling to complete the Contract;
(d) the Contractor is or becomes Insolvent; or
(e) the Contractor is unable to comply with its obligations under the Contract.
8.2 Termination by Contractor (for cause)
The Contractor may terminate the Contract in whole by giving at least 30 days’ written notice if:
(a) the Client fails to pay any undisputed amount when due and such amount remains unpaid for more than 14 days after written demand;
(b) the Client breaches the Contract and the breach cannot be remedied, or the breach can be remedied but is not remedied within 30 days (or such longer period as specified in the notice) after receiving written notice;
(c) the Client ceases business or indicates it is unable or unwilling to comply with the Contract;
(d) the Client is or becomes Insolvent; or
(e) it is unlawful for the Contractor to continue supplying goods or services under the Contract.
8.3 Termination for convenience
Either party may terminate the Contract for convenience by giving not less than 60 days’ written notice.
8.4 Consequences of termination
On termination of the Contract:
(a) the Client must pay the Contractor for all goods and services supplied up to the effective date of termination;
(b) each party must return or destroy the other’s Confidential Information (subject to legal retention requirements); and
(c) termination does not affect rights or remedies accrued prior to termination.

 

9. Variation of Terms

9.1 The Contractor may amend these Terms and Conditions from time to time.
9.2 Any amendments will be effective on and from the date specified in the notice of amendment, provided that:
(a) the Contractor gives the Client at least 30 days’ prior written notice, which may be given by publication on the Contractor’s website, email, or reference on invoices;
(b) if the Client reasonably considers that an amendment has a material adverse effect on its rights, it may terminate the Contract by written notice within 30 days of receiving the amendment notice; and
(c) no amendment will exclude, restrict, or modify rights under the Australian Consumer Law.

 

10. Consumer Guarantees

Nothing in these Terms and Conditions excludes, restricts, or modifies any condition, warranty, guarantee, right, or remedy implied or imposed by statute, including the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law, which cannot lawfully be excluded, restricted, or modified.

 

11. Liability

11.1 Nothing in these Terms and Conditions excludes, restricts, or modifies any condition, warranty, guarantee, right, or remedy implied or imposed by any statute, including the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law, which cannot lawfully be excluded, restricted, or modified.
11.2 To the maximum extent permitted by law, the Contractor’s liability to the Client arising out of or in connection with the supply of goods or services under this Contract is limited, at the Contractor’s option, to:
(a) in the case of goods, the repair or replacement of the goods, or the payment of the cost of repair or replacement; and
(b) in the case of services, the resupply of the services, or the payment of the cost of resupply.
11.3 The Contractor is not liable to the Client for any indirect, incidental, special, or consequential loss or damage, including loss of profit, revenue, business, or anticipated savings, however arising.

 

12. Force Majeure

12.1 Neither party will be liable for any failure or delay in performing its obligations under this Contract (other than an obligation to pay money) if such failure or delay is due to an event beyond the reasonable control of that party, including acts of God, natural disasters, strikes, lockouts, industrial disputes, war, terrorism, pandemics, government restrictions, or failure of utilities.
12.2 If a party is prevented from performing its obligations for a continuous period of more than 60 days due to a force majeure event, either party may terminate this Contract by written notice without liability, other than for rights and obligations accrued before the date of termination.

 

13. Dispute Resolution

13.1 If a dispute arises out of or in connection with this Contract, the parties must first attempt to resolve the dispute in good faith by negotiation.
13.2 If the dispute is not resolved within 21 days of one party giving written notice of the dispute to the other, either party may refer the dispute to mediation administered by the Resolution Institute of Australia (or its successor) before commencing court proceedings.
13.3 Nothing in this clause prevents a party from seeking urgent interlocutory relief from a court of competent jurisdiction.

 

14. Severance and Waiver

If any part of this agreement is found void, unlawful, or unenforceable, that part will be severed without affecting the validity of the remainder. Any waiver must be in writing and signed by an authorised representative of the Contractor.

 

15. Jurisdiction

This agreement is governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the Queensland courts.