GENERAL TERMS AND CONDITIONS OF SIBO FLUIDRA NETHERLANDS BV

ARTICLE 1: GENERAL

1. These general terms and conditions (the ‘general conditions’) apply to all offers and to all contracts of sale, and/or to goods as between SIBO Fluidra Netherlands B.V., referred to below as ‘the seller’, and the buyer. Any exceptions to these general conditions must be agreed in writing.

2. Defined terms used in these general conditions:Buyer: The party with which the seller has contracted or wishes to contract;
B. Order: Any order or instruction;
C. Goods: all goods and materials supplied at any time by the seller.

ARTICLE 2: CREATION OF A BINDING CONTRACT

1. All offers made by the seller are without obligation, unless irrevocably stipulated otherwise in writing. Offers made by the seller are revocable until there is a binding contract. The seller reserves the right to refuse an order without giving reasons.
2. There is no binding contract until written acceptance by the seller or as soon as the seller has started to execute the order placed by the buyer.
3. Any additional agreements or amendments made at a later date, and any promises, are only binding on the seller if they have been confirmed in writing by the seller.
4. Although all images, drawings and / or other data are as accurate as possible, they bind the seller only if explicitly recorded in writing and for which the CE marking applies.
5. For deliveries for which, given their nature and/or scope, no quotation or order confirmation is sent, the delivery note and/or the invoice shall also be regarded as the order confirmation, and is deemed to contain the full and correct contract terms.

ARTICLE: 3 PRICES

1. All prices are in euros and exclude VAT, transport costs and any insurance.
2. The price for ready-to-operate installation is stated separately.
3. Each sale is made under the express condition that the price is based on the cost factors applicable at the time the contract is signed, such as purchase prices, wages, labour costs, export duties, freight, insurance, unloading costs, import duties, levies, taxes, foreign currency settlement and transport costs.
4. The seller is expressly authorised to unilaterally change the terms and content of a binding contract, without the buyer being authorised to terminate the contract, if market circumstances (foreseen or unforeseen) or cost-increasing circumstances give cause to do so. In the event of such a change, the seller is not liable to pay compensation to the buyer.
5. The offered price applies only to the specific order and the quantities offered therein.

ARTICLE 4: DELIVERY

1. Delivery takes place in accordance with the agreed Incoterms, whereby delivery within Europe is made on the basis of Incoterm 2020 DAP in force at the time of the agreement.
2. If the goods are collected from the seller’s premises by the buyer, they will be delivered in accordance with Incoterm (2020) DAP.
3. In all other cases, the goods are transported at the expense and risk of the buyer.
4. Sales through third party platforms. SIBO Fluidra Netherlands BV reserves the right to prohibit the resale of a particular product category through third party platforms.

ARTICLE 5: DELIVERY TIMES

1. The delivery period indicated by the seller is indicative and not intended as a deadline. The buyer must first serve notice of default on the seller, stipulating a further reasonable period of time, depending on the situation, for the seller to comply with its obligation to deliver.
2. In the event of a delay in delivery due to any kind of change in circumstances, the delivery period shall be extended by the duration of the delay. The seller will inform the buyer in good time of any delay. Delayed delivery does not give the buyer the right to terminate the contract or to claim compensation.
3. The delivery of goods, which are installed ready for use, is deemed to have taken place on the day that the seller notifies the buyer accordingly.

ARTICLE 6: INSPECTION AND COMPLAINTS

1. The quantities as indicated on the consignment notes, delivery receipts, etc. are deemed to be correct if no complaint is made immediately after receipt and before processing and if no such complaint is noted on the consignment note or the receipt.
2. The buyer must check the delivered goods for visible defects within 24 hours after delivery. In the context of this inspection, the buyer is expected to handle the packaging materials and/or surface protection films, the instructions and the CE safety condition of the delivered goods with care. The right to complain on the basis of any visible defects shall lapse if the buyer has not notified the seller of the defect in writing within 24 hours of receipt of the goods, stating the complaint. Complaints based on these visible defects lapse if the buyer does not report the defect to the seller within 24 hours after receipt of the goods.
3. The buyer must report any errors in the invoice to the seller within 5 working days of receipt. Failing this, the invoice shall be deemed to be correct.
4. Any defects other than those described under sections 2 and 3 must be reported in writing to the seller within 5 working days after the buyer has discovered, or could reasonably have discovered, a defect, accurately stating the nature and grounds for the complaint. After this period, the buyer can no longer claim in respect of a defect in performance.
5. Complaints within the meaning of this article do not entitle the buyer to suspend or set off payment.

ARTICLE 7: PAYMENTS

1. The agreed payment date is 30 days after the invoice date. If an invoice is not paid within 30 days, the buyer shall be in default, without any summons or notice of default being required. At that time, all outstanding invoices issued by the seller to the buyer become immediately due and payable in full.
2. The seller may require a credit restriction surcharge and/ or prepayment or other guarantees.
3. The buyer is not allowed to suspend payments of invoices. In addition, all payments shall be made without any deduction or set-off by bank or account number designated by seller for that purpose. Other payment methods are in principle not accepted by seller.
4. If a buyer has not fulfilled the payment obligation within the agreed term of payment, it shall be in default by operation of law. In the event of late payment, the buyer shall owe default interest equal to 6.0% per month, or a sum of €300.00 per month, on the total outstanding invoice amount, whichever is more.
5. If due to the buyer’s default the seller has to assign its claim for collection, all associated costs, such as administrative, judicial and extrajudicial costs, including the costs of a bankruptcy petition, are the liability of the buyer. The extrajudicial collection costs amount to at least 15% of the principal sum, subject to a minimum of €40 and a maximum of €375, in accordance with the graduated extrajudicial collection costs. The extrajudicial collection costs for claims in excess of the sum of €2,500 will be determined in accordance with the extrajudicial collection costs scale.
6. Payments made by the buyer, regardless of their purposes as stipulated by the buyer, are first used to clear all interest and costs owed and then to clear the invoices that have been outstanding the longest.
7. If the buyer is in breach of any agreement with the seller, or if the seller has any other reasonable doubt about the buyer’s ability to pay, the seller is entitled to delay delivery of the goods until the Buyer has provided (additional) security for the claims and payment of the goods to be delivered. The buyer must provide security upon first request.
8. The seller is entitled to suspend delivery if the credit insurer does not issue a limit, or if the issued limit has been exceeded or withdrawn.

ARTICLE 8: RETENTION OF TITLE

1. Sale and delivery by the seller is subject to extensive retention of title. Ownership of all goods sold and delivered, including those already paid for, is reserved until all claims arising from the (hire) purchase contracts and related services – including interest and costs – have been paid.
2. If the buyer is late in paying or if there is good reason to believe that the buyer will not pay or will pay too late, the seller is entitled to recover possession of its property.
3. Until ownership of the delivered goods has been transferred to the buyer, the buyer may not pledge the goods, transfer ownership or grant third parties any other right to them. The buyer must keep the goods delivered under retention of title with all due care and as the recognizable property of the seller, in particular the instructions and CE safety conditions. However, the buyer is permitted to sell and transfer the goods delivered under retention of title to third parties in the normal course of business. In the case of credit sales, however, the buyer must stipulate a retention of title on the part of its buyers on the basis of the provisions of this article. In the event of any breach of this provision, the full purchase price shall become immediately due and payable and the buyer shall forfeit an immediately due and payable penalty of €5,000.
4. The seller shall be granted access to the goods delivered
failing which the buyer is liable to an immediately payable penalty of €1,000 per day without the seller having first to serve the buyer with notice of default. The costs arising from the exercise of the right of ownership by the seller are the liability of the buyer.

ARTICLE 9: FORCE MAJEURE

1. Force majeure within the meaning of this article shall be treated as force majeure as defined by Book 6 Article 75 of the Dutch Civil Code. Force majeure shall in any case, but not exclusively, mean: organised or unorganised strikes, excessive absenteeism due to illness of personnel, transport difficulties, insufficient supply of raw materials/ components, fire, flooding, terrorism, government measures, operational disruptions at suppliers as well as non-performance of suppliers.
2. In the event of force majeure on the grounds of these general conditions or by virtue of law, the delivery obligations and other obligations of the seller will be suspended. If, due to force majeure, delivery is delayed by more than 1 month, both seller and buyer are entitled to dissolve the agreement, without the need for court approval, and without any obligation to pay compensation.
3. If, when the force majeure occurs, the seller has already partially fulfilled its obligations or can only partially fulfil its obligations, the seller is entitled to invoice the part already delivered or deliverable separately and the buyer must pay this invoice as if it were a separate contract.

ARTICLE 10: LIABILITY

1. The seller excludes any liability to the buyer for as long as the buyer has not fully complied with its payment obligations.
2. The seller is not liable for any loss suffered by the buyer (including the obligation to pay compensation on the grounds of termination or tortious act), except and insofar as the buyer can demonstrate intent or gross negligence on the part of the seller or persons employed by the seller responsible for the management of the company.
3. In no event shall the seller be liable for any consequential loss (including the obligation to pay compensation on the grounds of termination or tortious act) on the part of the buyer, however described.
4. In particular, the seller shall not be liable for loss caused by the use and/or application of the goods contrary to the instructions and CE safety standard of the manufacturer and/or supplier. The buyer is deemed to be familiar with these instructions.
5. Liability for loss is expressly limited to the amount paid out under the insurance cover in the case in question plus the seller’s policy excess. If, for whatever reason, no payment is made under the insurance cover, liability for loss is expressly limited to the invoice value of the goods on which the loss is established. The seller is entitled to have the loss assessed by an independent expert from the sector to be appointed by the seller.
6. Liability for third parties engaged by the seller within the meaning of Book 6 Article 76 of the Dutch Civil Code is expressly excluded. If a third party is involved, the buyer must insure itself for this. The buyer indemnifies the seller against any claims from third parties who suffer loss relating to the performance of the contract, regardless of the cause.
7. Claims for compensation must be brought by the buyer within one year after liability has been asserted before the competent court as indicated in Article 15 of these general conditions. After that period, the right to compensation lapses. All claims for compensation will therefore lapse 12 months after the start of the day on which liability is asserted, if they are not brought before a court within this period.
8. The seller is not liable for any incorrect application and processing of delivered materials by the buyer or third parties.

ARTICLE 11: QUALITY

1. Unless explicitly stated otherwise at the time of sale, normal quality is delivered. Deviations in the dimensions and/or number per trade unit are allowed in accordance with the standards in the industry. The deviation standards of the manufacturer and/or supplier are considered normal.
2. The seller does not accept any liability for colour deviations not greater than colour shades, which are at the discretion of the seller. The buyer cannot derive any right from this to refuse delivery.
3. Seller warrants that according to the Regulation of Classification and Labelling of chemical products (EU) 1272/2008, the label must be in the official language or languages of the country of commercialization.
4. In addition, Seller warrants that according to BPR, Regulation (EU) 528/2012, biocidal products cannot be placed on the market or used unless it contains approved active substances, and has been authorised by the country of commercialization. Seller have received the corresponding approval and marketing authorisation for the Products in the EU Member States laid down in the Product’s label.
5. Seller shall have no liability or responsibility arising from any eventual breach of the commercialization obligations established in both regulations by its clients.

ARTICLE 12: TERMINATION AND CANCELLATION

1. The seller is entitled to terminate all or any part of the contract without the need for court approval or any notice of default if the buyer breaches any contractual obligation, is declared bankrupt, applies for a moratorium, is allowed a statutory debt restructuring scheme, or otherwise loses the power to disposal over all or any of its assets. The same applies if the seller’s credit insurance policy withdraws the credit in respect of the buyer for any reason whatsoever. In those cases, any claim that the seller has against the buyer is immediately due and payable in full.
2. The buyer is not entitled to terminate the contract.
3. In the event of termination, the parties’ existing mutual claims become immediately due and payable. The buyer is liable for all loss suffered by the seller, including loss of profit and postage costs.
4. In the event of cancellation, the seller’s entire claim, plus an additional 20% of the claim, becomes immediately due and payable.

ARTICLE 13: RETURNS

1. Returns will not be accepted without prior notice. In case of return of items whose delivery date is more than 2 weeks ago, 10% of the original invoice amount will be deducted.
2. Completely or partially used goods, damaged goods and packaged goods, whose packaging is missing or damaged, and whose delivery date is more than 2 months ago, cannot be returned.

ARTICLE 14: INTELLECTUAL PROPERTY

1. The intellectual property on drawings, models, moulds, moulds, forms, the CE marking and everything else relating to the execution of the order remain with and accrue to the seller, even if the buyer has been charged for this.
2. Only after payment of the amount owed to the seller under their contract, is the buyer entitled to a right of use of the above.
3. The buyer is not entitled to use, reproduce, publish or bring to the notice of third parties the documents referred to in section 1 without the seller’s prior written consent, other than for its own use. In the event of any breach of the above, the buyer must compensate the seller for the resulting loss. In such a case, the seller may also demand the return of the documents.

ARTICLE 15: WARRANTY

1. Seller provides a warranty according to the terms foreseen by Dutch law.
2. In order for this warranty to become effective, the Buyer must provide evidence of the date of the product’s purchase and receipt. Furthermore, for this warranty to be valid, the purchaser must strictly follow the manufacturer’s instructions included in the documentation that comes with the product.
3. No warranty is extended on the products’ normal wear and tear.
4. The parts that are replaced or repaired under this warranty shall not extend the term of the original product warranty, although such parts shall be subject to a separate warranty.
5. This warranty does not cover any defects or deterioration caused by the product’s unsuitability for the end user’s needs, by normal wear, negligence, incorrect installation or by any use that does not comply with the recommendations stipulated in the user manual or in the studies and instructions issued by the seller, by maintenance operations non- compliant with the user manual provided at the time of sale and/or by a handling accident or incorrect storage.

ARTICLE 16: DISPUTES AND APPLICABLE LAW

1. Contracts between the parties are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
2. All disputes will be settled by the Court of Oost-Brabant, sitting in ‘s-Hertogenbosch, unless the seller brings the dispute before another law that is competent under the competence rules.

ARTICLE 17: DATA PROTECTION

1. The Parties inform each other of the processing of personal data for the following purposes: (i) To properly manage the contractual relationship that binds them, including the processing of data of the persons signing the present contract, contact persons of the Parties, as well as of any employee involved in the provision of the Services subject of the Contract, in order to fulfil the obligations contained in the agreement; (ii) To manage any claim in relation to the services and/or products provided or delivered; (iii) To manage the invoicing and payment of services and products agreed between the Parties; (iv) To manage information relating to the approval of third parties, including, where applicable, acceptance of the Fluidra Group’s Code of Ethics.
2. This data may be communicated to public bodies, as well as to savings banks and banks under the terms established by the law in force. In certain cases, access shall be given to Fluidra’s service providers who carry out certain activities for Fluidra, but in no case shall the data be processed for their own purposes. Fluidra, as an entity with an international scope, has international suppliers who may provide their services from outside the European Economic Area, so it is possible that your data may be processed outside this area, ensuring that in such cases the appropriate safeguards indicated in the applicable regulations are adopted.
3. The legal ground is the pre-contractual and contractual relationship that binds the Parties. Such data shall be kept for the duration of the Contract and thereafter for the period established by law and, in any case, until the end of the last period of limitation of legal actions.
4. The Parties and their employees or collaborators may exercise their rights by sending an e-mail to their data rights e-mail addresses. SIBO Fluidra Netherlands B.V.’s address for this matter is dataprivacy@fluidra.com. Should you have any doubts, they may contact Fluidra’s Data Protection Officer, using the same channel. The Parties may file a complaint with the corresponding Data Protection Authority.

ARTICLE 18: SANCTIONS CLAUSE

The Purchaser shall comply with all laws regarding economic or trade embargoes and sanctions laws that are applicable to its activity (“Sanctions Regulations”). The Purchaser declares that it is not a listed person nor owned or controlled by a listed person under any of the sanctions regulations of the United States, the European Union and the United Nations. Furthermore, the Purchaser shall refrain from directly or indirectly selling the products and/or services sold or rendered by SIBO Fluidra Netherlands B.V. or any of its affiliates into the territories of Cuba, Iran, Crimea (Region of Ukraine), North Korea and Syria subject or target of, economic sanctions of the United States (OFAC), European Union, United Nations or other applicable jurisdictions, nor to any customer established in those territories. Likewise, there are certain products of SIBO Fluidra Netherlands B.V. whose sale or export to Russia (and eventually other countries) certain countries has been is restricted by the European Union and the United States of America (“Restricted Products”). The Purchaser shall refrain from selling, supplying, transferring or exporting, directly or indirectly, Restricted Products (as applicable from time to time) to any natural or legal person, entity or body in Russia or for its use in Russia or any other country where the export of the relevant products/ services might be restricted in accordance with applicable Sanctions Regulations, from time to time. SIBO Fluidra Netherlands B.V. shall have the right to (i) request, at any time, information and documentation from the Purchaser in order to verify the effective fulfilment of the obligations set forth in this Clause; (ii) terminate or suspend its business relationship with the Purchaser arising from the Purchaser’s violation of the obligations set forth in this Clause; and (iii) claim compensation for losses and damages arising from the Purchaser´s violation.