A. The credit application, product quotation, purchase orders, shipping documents and these terms and conditions of sale constitutes a continuing sale Agreement betweenCore Health & Fitness, a Nevade corporation doing business as Star Trac (hereafter referred to as “Star Trac”) and Buyer, as set forth at the end of this Agreement, for the purchase of any product and services to be provided by Star Trac to Buyer.

B. Star Trac sales representatives do not have any authority to change or modify the terms and conditions of this Agreement.


A. Buyer will provide Buyer’s standard form of purchase order to place orders for product and service, but any terms and conditions on such standard form which are in addition to or inconsistent with the terms and conditions of this Agreement will be deemed stricken from such order.

B. If Buyer does not deliver to Star Trac within 10 days of the date of the purchase order a written objection to the terms hereof which are different than those appearing on the Buyer’s purchase order, Buyer agrees to all of Star Trac’s terms and conditions.

C. All purchase orders shall be made or confirmed in writing and are subject to acceptance by Star Trac. The Buyer shall be responsible for all costs and fees incurred by Star Trac for refused shipments, including freight and insurance costs. Orders cancelled less than thirty (30) days from originally scheduled shipment date will be subject to a cancellation fee of 25% of the value of the purchase order.


A. The prices to be paid by Buyer for all products and services purchased hereunder shall be Star Trac’s standard prices in effect on the date of Star Trac’s receipt of Buyer’s purchase order, less any applicable deductions which may be in effect from time to time.

B. Star Trac reserves the right to change its standard prices and to publish a new price list from time to time and at any time, without prior notice to Buyer. Should any new price result in an increase in the price of any product or services, the increased price shall apply to any Buyer order placed after the effective date of the new price. For orders that are placed for delivery more than ninety (90) days into the future, Star Trac reserves the right to review and adjust the agreed upon pricing within thirty (30) days of fulfilling the purchase order. In this case, the Buyer has the option of canceling the order with no penalties, if the cancellation is in writing and within ten (10) days of the notification of the price increase.

C. Buyer is solely responsible for any prices it charges to its customer. Nothing in this Agreement shall in any way restrict Buyer’s freedom to sell products at prices determined in accordance with its own judgment.

D. Buyer shall be responsible for all sales, use, or other taxes (other than taxes on Star Trac’s income or ownership of property), applicable to Buyer’s purchase of products and/or services. Buyer shall pay such taxes when invoiced by Star Trac or shall supply appropriate tax exemption or resale certificates. Buyer is also responsible for any domestic or foreign forwarding agent or brokerage fees, duties, or other fees and any export licenses which may be necessary to export the products.

E. Seller reserves the right to correct any clerical or mathematical errors at any time.


A. Star Trac requires a non-refundable 50% down payment for all custom products. A purchase order for custom product contractually obligates the Buyer to take delivery. Custom orders are non-cancelable and may not be rescheduled without the prior approval of a corporate officer of Star Trac, which may be withheld at the sole and absolute discretion of Star Trac. All custom orders have an up charge to be determined by Star Trac.

B. All build to order strength orders cancelled less than thirty (30) days from the original scheduled delivery date will be subject to a 25% cancellation fee.


A. F.O.B. shipping point shall be Star Trac warehouse unless otherwise specified. Risk of loss with respect to Star Trac products shall pass to Buyer at the time of delivery of the products to the carrier for shipment. The Buyer assumes all risk involved in the transportation and handling of the equipment or goods once it has left the Star Trac warehouse, including, but not limited to, damage during shipment. The Buyer is advised that inspection should be made of any equipment or goods before accepting delivery. Acceptance of delivery constitutes acceptance of goods. The Buyer must file its own claim for any type of damages directly with the carrier in the event of any loss or damage during transportation, and must make payment for any equipment of goods purchased from Star Trac regardless of any dispute the Buyer may have with any carrier or agents.

B. Star Trac will attempt in good faith to ship on or before any scheduled shipment date. Buyer acknowledges that Star Trac may, from time to time, be subject to manufacturer production or shipping delays. In such event, Buyer agrees that Star Trac may, in its sole discretion, allocate distribution of Star Trac’s products among its customers, notwithstanding the effect such allocation may have on Buyer’s outstanding orders, and Star Trac will not be liable for any damages, however described or arising, for a good faith failure to fill any order or for delay in meeting a scheduled shipment date. Star Trac may provide reasonable notice to Buyer regarding any material delay in shipment.

C. Star Trac may make partial shipments of Buyer’s orders. Such partial shipments shall be separately invoiced and paid for when due, without regard to subsequent shipments. Delay in shipment or delivery of any particular installment shall not alone relieve Buyer of its obligation to accept subsequent installments. Star Trac may provide reasonable notice to Buyer in the event of material delays in connection with partial shipment of an order. Star Trac will use its best efforts to deliver as specified, but in no event will Star Trac be liable for any damage, consequential or otherwise, arising from any failure of Star Trac to meet any delivery date.


A. Any items which are modified or specifically ordered from Star Trac are non-cancelable and/or non-returnable. Credit may be issued only on those items that are stock items of standard manufacture and in new, salable condition in the original packaging in unused condition, when return is authorized in advance by Star Trac. Any such return shall be at the expense and risk of the Buyer and subject to a 25% restocking charge of the original purchase price.




A. The Buyer may choose to contract with Star Trac to install the purchased product. At the time the order is placed, the Buyer will provide Star Trac with an installation date. Star Trac will make reasonable commercial efforts to install the product on or before the installation date. Product held more than 10 days after the installation date at the Buyer’s request will be subject to a storage fee. Product held more than 30 days past the installation date at the Buyer’s request will be subject to a 15% restocking fee as well as a storage fee. With the exception of Grand Openings, partial installations require the installed product to be paid per the terms of the invoice.


A. Payment terms shall be net thirty (30) days from date of invoice, subject to approval and continuation of credit by Star Trac. Products are invoiced at date of shipment from Star Trac warehouse. Buyer agrees to submit to Star Trac such financial information as may from time to time be reasonably requested by Star Trac for the establishment and continuation of credit terms. All invoices not paid when due shall bear interest at 1.5% per month or the highest rate allowed by law until paid in full. Star Trac reserves the right to exercise any of its lawful remedies if Buyer does not make payment when due. Without limiting the provisions of the immediately preceding sentence, Buyer’s failure to pay any invoice for the products and/or services when due shall entitle Star Trac to delay shipment of orders placed by Buyer and, at Star Trac’s option, to cancel any pending orders placed by Buyer. Star Trac shall have the right to offset and deduct from any amounts due Buyer all sums owning from Buyer to Star Trac.

B. To secure the payment and performance of all obligations due and owing by Buyer to Star Trac hereunder, Buyer hereby grants Star Trac a Uniform Commercial Code purchase money security interest in products purchased from Star Trac hereunder and the proceeds there from. This Agreement constitutes a security agreement between Buyer, as debtor, and Star Trac, as secured party, under the Uniform Commercial Code, and Star Trac has the rights and remedies of a secured party hereunder. Buyer hereby appoints Star Trac as its attorney in fact to execute such financing statements as may be required, from time to time, to perfect the security interest granted herein. Star Trac may, upon default from Buyer, require Buyer to assemble the products and to make them legally available to Star Trac for repossession, including reasonable access to the facilities of Buyer, and Star Trac shall be entitled to all reasonable expenses of repossession, including reasonable attorney’s fees incurred in connection therewith.

C. There will be a $25.00 service charge for each returned check.


A. Buyer may not terminate this Agreement except by giving Star Trac thirty (30) days prior written notice. Upon termination, Buyer will be obligated to pay Star Trac immediately any and all outstanding balances as of the date of termination.


A. Force Majeure. Delivery dates as set forth in any sales order or any confirmation thereof shall be determined to be estimates only. Star Trac shall not be liable for delays in performance of any of its obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond its reasonable control, including but not limited to acts of God, strikes and other industrial disturbances, failure of raw material vendors, terrorism, failure of transport, accidents, wars, riots, insurrections, or orders of government agencies. Performance shall be resumed as soon as possible after cessation of such cause.

B. Waiver. No failure or delay on the part of either party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any a single or partial exercise of any such right or remedy preclude any other or further exercise thereof or of any other right or remedy. No provision of this Agreement may be waived except in a writing signed by the party granting such waiver.

C. Notice. Except as specified herein, all notices, communications and reports required or permitted pursuant to this Agreement shall be in writing, and the same shall be given and shall be deemed to have been delivered and received on the date served, if personally delivered, and three (3) days after mailing, if placed in the United States Mail, postage prepaid, certified mail addressed to the parties at the address set forth below or at such other addresses as may be specified hereafter in writing in accordance with this Section.

D. Severability. In the event that any one or more of the provisions or parts of any provision, contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any aspect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision, or part of any provision, had never be contained herein.

E. Applicable Law; Personal Jurisdiction; Venue. This Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of California. All parties to this Agreement agree to submit to personal jurisdiction in the County of Orange, State of California, United States of America. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in the applicable Federal or state court in the County of Orange, State of California, United States of America.

F. Section Headings. The section headings contained herein are for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

G. No Agency. This Agreement does not constitute Buyer a partner, employee, agent, franchisee of or joint venture with Star Trac nor does this Agreement authorize Buyer to represent or act for Star Trac in any manner. Buyer will have no right or authority to assume or create any obligation of any kind, express or implied, on behalf of Star Trac nor may Buyer bind Star Trac in any way whatsoever. Buyer acknowledges that is has not paid Star Trac any sum of money or any other consideration as a franchise fee or as a condition to signing this Agreement.

H. Bankruptcy. In the event of any voluntary proceedings in bankruptcy or insolvency by or against Buyer, or in the event of the appointment, with or without Buyer’s consent, of an assignee for the benefit of creditors or a receiver, Star Trac shall be entitled to cancel any unfilled part of Buyer’s purchase without any liability whatsoever.

I. Entire Agreement. The entire agreement between the parties is set forth herein and supersedes all prior discussions and agreements between the parties relating to the subject matter hereof. There are no representations, warranties, covenants, agreements or collateral understandings, oral or otherwise, expressed or implied, affecting this Agreement which are not expressly set forth herein. This Agreement shall not be supplemented or modified by any course of dealing or trade usage.

J. Attorney’s Fees. If any party institutes any action or proceeding, the prevailing party shall be entitled, in addition to such other relief as may be granted, to be reimbursed by the losing party for all costs and expenses incurred thereby, including, but not limited to, reasonable attorneys’ fees (including pre-judgment and post-judgment) and costs.

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