Sales Orders and Proposals
CENTR, LLC AND HEALTH IN MOTION, LLC: PROPOSAL AND ORDER TERMS & CONDITIONS (U.S.)
1. APPLICATION
Applies to all proposals/quotes issued by Centr, LLC and/or Health in Motion, LLC (collectively, “Centr”) for product and service sales to the customer identified on the proposal or order (“Customer”), collectively the “Parties.”
2. VALIDITY
Proposal prices, terms, and availability are valid for 30 calendar days from the proposal date unless withdrawn earlier in writing.
3. SCOPE
The proposal/quote covers only the products, quantities, and services expressly listed therein. Any drawings, renderings, or layouts are conceptual and for planning purposes only unless otherwise set forth in a Statement of Work (“SOW”) signed by the Parties.
4. PRICING & TAXES
Prices exclude all sales/use, excise, duties, fees, permits, and site preparation costs (“Taxes and Costs”). Customer is responsible for paying all Taxes and Costs. If Centr advances any such Taxes and Costs on Customer’s behalf, Customer will promptly reimburse Centr upon demand.
5. PAYMENT TERMS
Payments are due in accordance with an applicable invoice. If no payment terms are listed in the invoice, Customer must prepay all amounts due prior to shipment. Late balances accrue interest at 1.5% per month (18% APR) or the maximum allowed by law, whichever is less. Customer is liable for reasonable attorneys’ fees and costs to collect late payments.
6. FREIGHT & DELIVERY TERMS; RISK OF LOSS
Unless stated otherwise, shipments are FOB Origin / freight prepay & add (risk of loss passes to Customer at carrier pickup). Delivery/installation dates are estimates and are subject to change due to production, delivery, carrier, or force-majeure events.
7. TITLE; SECURITY INTEREST
Title transfers to Customer upon receipt of full payment. Centr retains a purchase-money security interest (PMSI) in the products until paid in full and Centr may file UCC-1 financing statements. Customer agrees to execute all documents necessary toperfect Centr’s PMSI.
8. LEAD TIMES & AVAILABILITY
Lead times are estimated at time of proposal/quote and subject to change until Centr issues a written order acknowledgment after acceptance, and (if applicable) receipt of deposit from Customer and/or credit approval.
9. ACCEPTANCE & ORDERS
- Customer accepts proposal or quote with their signature or by issuing a written purchase order that matches this proposal.
- Centr will issue a written order acknowledgment confirming specifications, pricing, and estimated schedule; only then is the order binding.
- Conflicting terms included by Customer on a PO are objected to and rejected unless Centr expressly agrees to such terms in writing.
10. RETURNS
No returns without valid Return Material Authorization (“RMA”) issued by Centr. Returned items must be new, unused, and in original packaging. A restocking fee (typically 15–25%), plus round-trip freight, applies. Custom, special-order, or made-to-spec items arenon-cancelable and non-returnable (NCNR).
11. CHANGES, CUSTOM, & CANCELLATIONS
- Changes requested after acceptance may affect price and schedule and shall require Centr’s written approval.
- Custom/special-order items (including branded/custom turf or finishes) are non-cancelable and non-returnable (NCNR) once Centr places the factory PO.
- Cancellations (if permitted) may incur charges for work in process, materials, and administration.
12. INSTALLATION & SITE READINESS
Unless expressly quoted, installation, assembly, electrical, flooring, anchoring, rigging, permits, code compliance, and disposal are Customer’s responsibility. Customer warrants the site will be ready, accessible, and compliant with applicable codes and regulations on the scheduled date.
13. COMPLIANCE & SAFETY
Customer is responsible for operator training, safe use, and compliance with all laws,codes, and facility policies. Products are not medical devices and are intended for fitness use only.
14. INSPECTION & CLAIMS
Customer must inspect upon delivery and note visible damage/shortage in writing on thecarrier receipt. Claims for: (i) shortages/visible damage are due within 5 days of delivery; and (ii) concealed damage within 7 days of delivery.
15. WARRANTY
Products carry the applicable written product warranty (also made available on request or via link). Centr warrants products will be free from defects in materials and workmanship for the period stated in the applicable written product warranty. Remedies are repair, replacement, or refund at Centr’s option. This warranty excludes normal wear, misuse, improper installation/ maintenance, use of non-Centr parts, and commercial abuse. EXCEPT AS STATED, CENTR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.
16. LIMITATION OF LIABILITY
To the maximum extent allowed by law, Centr’s total liability arising from the proposal/order is limited to the amount paid for the specific product(s) at issue. Centr is not liable for indirect, incidental, special, punitive, or consequential damages (e.g., lost profits, downtime) or business interruption.
17. INTELLECTUAL PROPERTY (IP) & CONFIDENTIALITY
Concepts, drawings, renders, and layouts provided by Centr remain Centr IP and confidential; Customer will not disclose or use them beyond evaluating the proposal or executing the project without Centr’s written consent.
18. EXPORT/RESALE
Customer agrees not to export products in violation of U.S. export laws and not to resell into restricted channels/territories if designated by Centr.
19. FORCE MAJEURE
Centr is not liable for delays or failures caused by events beyond reasonable control, including acts of God, labor issues, epidemics, material shortages, carrier failures, or governmental actions. Deadlines may be extended accordingly.
20. NO SET-OFF
Customer may not set off any amounts claimed against Centr against amounts due on an applicable invoice.
21. IMAGES & MARKETING (OPTIONAL)
With Customer’s consent, Centr may reference Customer’s name/logo and non-confidential images of installed equipment for case studies or marketing.
22. GOVERNING LAW; VENUE
This proposal/quote and any resulting order are governed by the laws of the State of California, excluding conflicts rules. Exclusive venue lies in the state or federal courts in Los Angeles, California. The Parties waive jury trial to the extent permitted by law. (The Parties may agree in writing to submit disputes to binding arbitration administered by AAA in Los Angeles, California.)
23. PRECEDENCE; ENTIRE AGREEMENT
Upon acceptance, the proposal, quote, order acknowledgment, and these Terms & Conditions form the entire agreement regarding the quoted products/services. If there is a conflict, Centr’s documents control. All invoices are subject to these terms and conditions.
24. SEVERABILITY; ASSIGNMENT
If any term is unenforceable, the rest remain in effect. Customer may not assign without Centr’s written consent; Centr may assign to an affiliate or financing source.
25. NOTICES
Legal notices to Centr must be sent to: Centr, LLC, 3300 Horseless Carriage Drive, Norco, CA 92860, Attn: Legal (with a copy to legal@centr.com).