Is Aira Fitness's Franchisor's Affiliate liable for any loss or damage caused by the equipment's use or failure?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
4. No Warranties; Consequential Damages Excluded.
(a) Disclaimer of Warranties. Franchisee acknowledges that: Franchisor's Affiliate is not the manufacturer of the Equipment nor the manufacturer's agent or representative nor a dealer therein; the Equipment is of a size, design, capacity, description and manufacture selected by the Franchisee; Franchisee is satisfied that the Equipment is suitable and fit for its purposes; and FRANCHISOR'S AFFILIATE HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE EQUIPMENT, ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OR CAPACITY OF THE MATERIALS IN THE EQUIPMENT OR WORKMANSHIP IN THE EQUIPMENT, FRANCHISOR'S AFFILIATE'S TITLE TO THE EQUIPMENT, NOR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER; Franchisor's Affiliate shall not be liable to Franchisee for any loss, damage, or expense of any kind or nature caused, directly or indirectly, by the Equipment or the use or maintenance thereof or the failure or operation thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repairs, service or adjustment, or by any interruption of service or loss of use thereof or for any loss of business howsoever caused.
Franchisor's Affiliate shall not be liable for any consequential damages as that term is used in U.C.C.
Article 2A.
No defect or unfitness of the Equipment shall relieve Franchisee of the obligation to pay any installment of rent or any other obligation under this Lease.
Franchisor's Affiliate shall have no obligation under this Lease in respect of the Equipment and shall have no obligation to ship, deliver, assemble, install, erect, test, adjust or service the Equipment.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the Franchisor's Affiliate is not liable to the franchisee for any loss, damage, or expense caused directly or indirectly by the equipment, its use, maintenance, failure, or operation. This includes issues related to repair, service, adjustment, delays, interruptions of service, or loss of use. The affiliate is also not liable for any consequential damages as defined in U.C.C. Article 2A. This means that Aira Fitness franchisees bear the risk of equipment-related problems and cannot seek compensation from the Franchisor's Affiliate for business losses stemming from equipment issues.
Furthermore, the FDD states that the Franchisor's Affiliate makes no warranties or representations, either express or implied, regarding the fitness, condition, merchantability, design, or operation of the equipment. This extends to its fitness for any particular purpose, the quality or capacity of materials, workmanship, or the affiliate's title to the equipment. The franchisee acknowledges that they selected the equipment's size, design, capacity, description, and manufacture and are satisfied that it suits their purposes. This underscores that Aira Fitness franchisees are responsible for ensuring the equipment meets their needs and cannot hold the affiliate accountable for any shortcomings.
Additionally, the Aira Fitness franchisee is required to indemnify and hold the Franchisor's Affiliate harmless from any third-party claims related to the equipment, its use, or performance. This includes all costs, expenses, damages, and other liabilities arising from such claims. The franchisee is also responsible for paying all personal property, sales, use taxes, and other taxes associated with the equipment. This further emphasizes the franchisee's responsibility for all aspects of the equipment, including potential liabilities and financial obligations.
In summary, the Aira Fitness franchise agreement places the onus on the franchisee to select suitable equipment, maintain it properly, and bear the risks associated with its use. The Franchisor's Affiliate explicitly disclaims all warranties and liabilities related to the equipment, protecting itself from claims and financial burdens arising from equipment-related issues. This arrangement is typical in many franchise systems where equipment is either purchased outright or leased from a third-party affiliate, shifting the responsibility for equipment performance and related liabilities to the franchisee.