GENERAL TERMS AND CONDITIONS OF SALE (IN FORCE FROM MAY 1st, 2024)

ARTICLE 1: Definitions
“Buyer(s)” means any professional natural or legal purchasing person wishing to acquire one or more Product(s) or Services offered by the Company.
“Company” means PCFR, a simplified joint-stock company (société par actions simplifiée) with a capital of €779,800 with their head office at 130, boulevard du Nord – 84 160 Cucuron, registered with the Avignon Trade and Companies Register under number 514 992 494, and represented by Lane HOY, as President.
“General Terms and Conditions of Sale” (”GTCS”) means this document setting forth the general conditions which govern sale of the Products by the Company.
“Order” means any order placed by a Buyer from among the Company’s Products and Services.
“Products” designates all the Products marketed by the Company and listed in its catalogue, subject to available stock.
“Services” means all available Services as provided by the Company and presented in their catalogue.

ARTICLE 2: Purpose and scope
These General Terms and Conditions of Sale are, pursuant to Article L 441-6 of the French Commercial Code, the sole basis of the commercial relationship between the parties. The General Terms and Conditions of Sale apply to all sales of Products and Services by the Company to Buyers.
These GTCS are systematically communicated to any Buyer who so requests, to enable them to place an order with the Company.
They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of any single agreement according to Articles L 441-3 and subsequent of the French Commercial Code, within the legal deadlines.
Any Order placed with the Company implies the Buyer’s unreserved acceptance of these GTCS.
These GTCS may be updated at all times; the version applicable is that in effect on the day a sale is made.
The information appearing in the Supplier’s catalogues, prospectus and prices are given for information only and may be updated at any time. The Company shall be entitled to make any changes they deem useful.

ARTICLE 3: Placing an Order
Orders may give rise, depending on the case, to an estimate issued by the Company or a purchase order issued by the Buyer.
QUOTE
Sales of Products and Services are deemed to be complete once the Buyer has accepted the estimate issued by the Company, who shall specifically ensure that the Products and Services requested are available.
Therefore, the Buyer must return via email to the Company the estimate duly completed, dated and signed indicating their acceptance (hereinafter “Accepted estimate”) and provide all the information requested so that their Order can be properly fulfilled.
The estimate issued by the Company must include an itemized description and figures of the Products and Services as requested by the Buyer.
Acceptance of the estimate by the Buyer shall make the sale irrevocable and final.
PURCHASE ORDER
The Buyer shall send via email to the Company a dated and signed purchase order, including a detailed and quantified description of the Products and Services required and more generally all the information necessary for the proper processing of their Order.
The taking into account and acceptance of the Order by the Company shall be confirmed via an email (hereinafter «Order Confirmation»).
Sales shall be final only after express written acceptance of the Order by the Company, who shall check that the Products and Services ordered are available.
Order Changes
Any changes to the Order requested by the Buyer shall only be considered by the Company within the means of the latter, and at its sole discretion, if they are notified in writing via email, at least eight (8) calendar days before the scheduled date for the delivery of the Products and Services ordered and after signature by the Buyer of a specific purchase order and possible amendment of the price.
Order cancellation
Should an Order be cancelled by the Buyer following its acceptance by the Company, less than ten (10) days before the scheduled date for supplying the Products or Services ordered, for any reason whatsoever, except for an event of force majeure:
– If a deposit has been paid for the Order, this shall be automatically kept by the Company and shall not give rise to any reimbursement;
– If no deposit has been paid for the Order, an amount equivalent to 30% of the total amount of the Products or Services ordered shall be deemed due by the Company to the Buyer, and the Company shall invoice this as compensation for the harm suffered.

ARTICLE 4: Price
The Products and Services offered by the Company shall be sold at the prices in force on the date of acceptance of the Order, as indicated on the Order Confirmation and/or the Estimate as accepted by the Company.
Special pricing conditions may be applied depending on the specifics requested by the Buyer, and specifically concerning the delivery terms and times, or the payment terms and conditions. A specific commercial proposal shall then be sent to the Buyer.
Prices are quoted in Euros and are ex-works excluding taxes, delivery and packaging costs. They do not include carriage, nor any customs fees and insurance which shall be the responsibility of the Buyer.
The delivery costs are shown in the Company price list and catalogue.
These prices are firm and non-revisable during their validity period, as indicated on the Accepted estimate or the Order Confirmation by the Company; the latter reserves the right, outside this period of validity, to amend the prices at any time. Any delay or no obvious manifestation by the company in no way means a waiver of the application of this indexation for payments, both currently and subsequently due.
Should any tax or contribution, specifically environment-related, be devised or modified, upwards or downwards, this change may affect the sales price of the Products.
The Company reserves the right to increase or decrease the price of the Products to reflect any significant variation in the cost of raw materials by notifying the Buyer about this at least three (3) months in advance. The prices thus modified shall apply to all orders placed after the entry into force of the price variation.
The Buyer may be granted discounts and rebates appearing in the Company’s prices, depending on the quantities bought or delivered by the Company at any single time and place, or on how often Buyer Orders are placed. Any decision to apply a discount, reduction, or sliding scale prices (percentage or fixed price), remains at the sole discretion of the Company, and this for the specific Order concerned. Any rebate or discount granted to the Buyer for a given order shall under no circumstances imply that this will automatically apply to subsequent orders.
No discount shall be given by the Supplier for payment before the date shown on the invoice.

ARTICLE 5: Payment
A deposit amounting to a percentage of the total price of the Products and Services may be requested when placing the Order, the balance of the price shall be payable in full, on the day of delivery.
In all other cases, the price shall be payable in full on the due date which appears on the invoice, by direct debit or bank transfer to the account communicated by the Company for this purpose, without any discount, compensation, deduction or withholding.
In the event of late payment, even partial, the Buyer shall automatically incur, from the first day of the delay, penalties amounting to 6% of the amount due, including tax, of the unpaid sums and a fixed indemnity for recovery costs of forty euros (€40). These penalties for late payment and this lump sum indemnity shall be automatically owed to the Company without need for any prior formality or formal notice.
Any delay in payment, even partial, shall result in the suspension of the completion of the Order and in particular of the supply of the Products and access to Services and in the immediate payment of all sums due to the Company, without prejudice to any other action that the company may be entitled to bring.
Moreover, the Buyer shall immediately inform the Company of any financial difficulty and any risk of insolvency concerning them.

ARTICLE 6: Exception of non-execution
Pursuant to article 1219 of the French Civil Code, the Company may refuse to carry out its obligation if the Buyer fails to fulfill its obligation and if such non-performance is sufficiently serious, i.e. likely to jeopardize the continuation of the contract.
Likewise, in accordance with article 1220 of the French Civil Code, the Buyer expressly acknowledges and accepts that the Company shall be entitled to suspend fulfillment of the Order if it becomes obvious that the Buyer will not comply with its obligation when payment is due, and if the consequences of such non-fulfillment are sufficiently serious. In such a case, the Company shall be entitled to suspend the supply of Products or access to Services without any liability on its part.
Suspension of deliveries will take place immediately, upon receipt by the Buyer of the notice of default sent to it by registered letter with acknowledgement of receipt by the Company, indicating that it intends to apply the exception of non- execution for as long as the Buyer has not remedied this failing.

ARTICLE 7: Retention of title
The Products and Services sold are subject to retention of title until full payment has been made (including late payment penalties and all related costs, including collection fees), pursuant to article 2367 of the French Civil Code, and regardless of the delivery date.
Should the buyer fail to pay, even partially, the Company shall be entitled to reclaim the unpaid Products and Services, and the Buyer shall be required to return these upon request.
The Buyer must protect the Products and Services by taking all necessary care and shall agree not to resell unpaid Products and Services, and shall under no circumstances pledge or grant any security on unpaid stocks.
This right to reclaim shall be exercised even in the case of collective proceedings initiated by the Buyer. If creditors of the Buyer get involved, specifically if goods are seized or collective proceedings are commenced, the latter shall immediately inform the Company by registered letter with acknowledgment of receipt, as well as informing creditors or the parties representing the collective procedure.
The Buyer shall bear the costs resulting from the measures taken to put an end to their involvement, and specifically, the costs incurred by any third party.
The Buyer must, therefore, separately account for the value of the Products and Services which are subject to retention of title and ensure that these are identifiable and itemized at all times; the Buyer agrees not to transform them or assembling them using other materials before full payment of the price to the Company.
The Buyer shall also insure, at its own expense, the Products and Services, for the benefit of the Company, by taking out an appropriate insurance policy until the complete transfer of ownership and must provide evidence thereof upon request by the company.
Failing this, the Company shall be entitled to delay delivery until such proof has been provided.

ARTICLE 8: Delivery
Deadlines
The Products or Services purchased by the Buyer shall be delivered (or provided) within the deadline indicated on the accepted Estimate or the Order Confirmation, duly signed and accompanied, if applicable, by the deposit due on that date.
Delivery deadlines are not strict, and in no way binding on the Company. No order may therefore be cancelled unilaterally by the Buyer for failure to respect the delivery deadline; no compensation or penalty shall be owed to the Buyer for this reason.
Delivery shall be made to the place indicated on the Accepted Estimate or the Order Confirmation, the Products being carried at the Buyer’s risk.
Should the Buyer make specific requests concerning the conditions of delivery, packaging or transport of the Products, which must be duly accepted in writing by the Company, any costs related thereto shall be invoiced separately.
Transfer of risk
The transfer to the Buyer of the risk of loss and damage shall take place as the Products leave the Company’s warehouses.
The Buyer shall be required to check the conformity and the apparent condition of the Products and Services upon delivery.
Reception – complaints
In the absence of reservations expressly issued in writing to the carrier upon delivery, the Products shall be deemed to have complied with the order in quantity and quality. Unreserved receipt of the Products and Services covers any apparent defect and/or missing Product.
Any complaint or reservation, whatsoever, concerning the conformity of Products and Services, shall only be enforceable for the Company if this is made in writing, by registered letter with acknowledgment of receipt, within two (2) calendar days after delivery, under penalty of forfeiting any action relating thereto.
No return may be effected by the Buyer without the Company’s prior express and written consent. Should lack of conformity be duly proved by the Buyer, the latter shall be entitled to the replacement of the non-conforming items and/or the complement to replace missing items, without being able to claim any compensation or cancellation of the order.
Any complaint made by the Buyer shall in no way suspend the obligation to pay for the Products and Services involved.

ARTICLE 9: Warranty covering hidden defects
The Buyer shall be deemed to have received all the technical information concerning the Products and Services sold. The Company shall protect the Buyer against any hidden defect resulting from a material, design or manufacturing defect affecting the Products delivered rendering them unfit for use.
The warranty forms an inseparable whole with the Products and Services sold by the Company. The Products and Services may not be sold or resold as altered, transformed or modified. This only applies to Products and Services which have become the property of the Buyer under usual circumstances.
In order to enforce their rights, Buyers must inform the Company, in writing, about any defects at the contact details appearing at the top of this document. It is the Buyer’s responsibility to provide proof of the date that the alleged defects are brought to light.
If the claim is justified, the Company shall only be required to repair or replace (or correct as the case may be) the defective Products and Services, at their discretion and free of charge, replacing defective parts as soon as possible after the Company noticed the defect or malfunction, without the Buyer being able to claim damages, for any reason whatsoever.
Any reimbursement under this warranty shall be limited to the price of the Products or Services actually paid by the Buyer and shall be made by credit to the Buyer’s bank account. This warranty also covers manpower costs. Replacement of defective Products or parts shall not extend the duration of the warranty set out above.
The Products and Services must comply with the regulations in force in France. The Company cannot be held liable for non-compliance with the legislation of the country in which the Products and Services are used, and so the Buyer, who is solely responsible for the selection of the Products and Services ordered, must make these verifications.

ARTICLE 10: Materials adequacy and Buyer’s duty to advise its own client
The Company shall not substitute for the Buyer, who must make its own decisions to protect its interests.
Under no circumstances shall it be the responsibility of the Company to evaluate the specifications or descriptions provided to the Buyer by its customers; it’s up to the Buyer to check that the materials selected do match the actual conditions of use of the Products.
Only the Buyer shall be bound by a duty to advise and inform its customers and/or project owners and the Buyer represents that it is cognizant of the regulations resulting from the law relating to swimming-pool safety and the subsequent implementing decrees that make it mandatory to implement standard safety devices to prevent the risk of drowning in both private and collective swimming pools.
The Buyer is committed to the Company to informing its own customers and/or project owners about this regulation so that the company shall in no way be held responsible for a lack of information or advice with regard to the Buyer’s customers and/or project owners or their successors in title.

ARTICLE 11: Liability – Limitation of warranty
The Company declines all responsibility for any reason whatsoever due to non-compliance by the Buyer (i) with its own obligations as enacted by the European, national, legal, regulatory and normative standards in force, (ii) the rules of use, and restrictions stated on the technical data sheets and/or the user manual for the Products and Services.
Moreover, the Company shall not be considered either responsible or at fault in case of an unforeseeable and insurmountable event due to a foreign third party or a case of force majeure normally recognised as such by French case law.
The Company shall be excluded from all liability in any capacity whatsoever for consequential damages such as loss of profit, commercial or financial loss, increase in overheads, losses originating from or resulting from this Sale, even though the Company may have been notified ahead of time.
Any warranty and/or liability of the Company is excluded in the case of misuse, negligence, fault or lack of maintenance by the Buyer or their own customer, as well as normal wear and tear of the Products and Services.
Specifically, the warranty shall not apply and the Company shall not be held liable should the Products and Services be subject to abnormal use or use under conditions contrary to their intended purpose, specifically if the conditions defined in the instructions for use are not adhered to.
Finally, the warranty shall not apply and the Company shall not be held liable for any damage or accident resulting from impact, dropping materials, negligence, acts of vandalism, lack of supervision or maintenance, in case of total or partial dismantling of the Products or if the Products are altered or mixed with other Products.
Also, the Company shall not be liable for non-performance of its obligations in case of (i) malfunction, loss, delay or error in the transmission of data beyond their control, (ii) erroneous, incomplete or imprecise entry of information or contact details by the Buyer, upon Order or payment, (iii) should data not reach them, for any reason whatsoever, or should the data they receive be illegible.
The Company shall only incur civil liability through its actions, or that of its employees, in the case of services performed by it or by the latter, under the contract, and only if a direct causal link can be established between the alleged damages and gross negligence on the part of the Company.
In any event, should the Company’s liability be engaged for any reason whatsoever, the total amount of compensation that the Company may be obliged to pay to the Buyer may not exceed the price of the Products and Services affected by the damage, regardless of whether or not the claim has a legal basis, and this shall be expressly accepted by the Buyer.

ARTICLE 12: Acting fairly and in good faith
The Parties must always act fairly and in good faith, and immediately call to the attention of the other party any dispute that they may have or any difficulty that they may incur under this contract.
The Parties agree to keep track at all times, both at a European and national level, of the legal, regulatory and standards obligations pertaining to the Products, the way they must be packaged and labelled and they agree to communicate reliable information to one other.

ARTICLE 13: Intellectual property rights
The Company shall retain all industrial and intellectual property rights related to the Products: photographs, documents, studies, drawings, models, prototypes, etc., generated, even at the request of the Buyer, under this document, which cannot be the subject of any distribution, reproduction, exploitation or transfer without the express, written and prior permission of the Company, who may demand financial compensation.

ARTICLE 14: Personal data
The personal data collected from Buyers, as natural persons, are processed by the Company’s computers. The data is recorded in Customer files and are required for the processing of orders.
This personal information and data is also retained for security purposes, in order to comply with legal and regulatory obligations. It shall be kept for as long as necessary for the completion of orders and any applicable warranties.
The Company acts as data controller. Access to personal data shall be strictly limited to employees of the data controller, authorized to process the information by virtue of their functions. The information collected may possibly be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the Buyer’s authorisation being required.
As part of their services, third parties have only limited access to the data and shall be required to use it in accordance with the provisions of the current legislation on the protection of personal data.
Apart from the cases defined above, the Company is prohibited from selling, renting, transferring or giving third parties access to the data without the Buyer’s prior consent, unless they are compelled to do so, on legitimate grounds.
Should the data be transferred outside the EU, the Buyer shall be informed and measures be taken to secure the data (for example, adherence of the external service provider to the “Privacy Shield“, the application of standard protection clauses as approved by the CNIL, application of a code of conduct, obtaining a CNIL certification, etc.) shall be specified for them.
According to applicable regulations, the Buyer has a right of access, rectification, erasure, and portability of the data concerning them, as well as the right to oppose the processing for legitimate reasons, rights that they can exercise by contacting the data controller at the following postal address: PCFR, 130, boulevard du nord – 84160 Cucuron, contact@poolcop.com, telephone +33 (4)90095426.

ARTICLE 15: Unforeseeable circumstances
Should there be a change in circumstances, unforeseeable at the time the contract is signed, pursuant to the provisions of article 1195 of the French Civil Code, the Party which has not agreed to take on the risk of an excessively burdensome performance may request that the contract be negotiated anew with their co-contracting party.
However, should the change in circumstances unforeseeable at the time of the contract conclusion be final or continue beyond ninety (90) calendar days, the present document shall be simply terminated fifteen (15) days after the sending, by the first party to act, of a registered letter with acknowledgment of receipt or any extrajudicial act.

ARTICLE 16: Force majeure
The Parties cannot be held liable for failure to execute or delay in the execution of any of their obligations, as described herein, due to an event of force majeure, pursuant to Article 1218 of the French Civil Code or exceptional health or climatic hazards beyond the control of the Parties.
The Party noticing the event must, within a maximum of ten (10) days, inform the other Party by registered letter with acknowledgment of receipt that are incapable of delivering their service and justify this to the latter party. The suspension of the obligations shall under no circumstances result in any liability for failure to fulfil the obligation in question, nor grounds for the payment of damages or late-payment penalties.
During the period of suspension, the Parties agree that the costs triggered by this state of affairs shall be shared equally.
Performance of the obligation shall be suspended as long as the event of force majeure continues, provided it is temporary and does not exceed a period of ninety (90) calendar days. Consequently, as soon as the cause of the suspension of their reciprocal obligations has been removed, the Parties shall make every effort to resume the normal performance of their contractual obligations as quickly as possible.
Thus, the Party prevented from fulfilling its obligations shall notify the other of resumption of these by registered letter with acknowledgment of receipt or by extrajudicial act.
Should the hindrance be final or exceed ninety (90) days, this document shall be purely and simply terminated fifteen (15) days after the sending by the first party to act of a registered letter with acknowledgment of receipt or any extrajudicial act.

ARTICLE 17: Miscellaneous
Non-performance
Should any of the Parties refrain, at any time, from relying on the non-performance by the other Party of any of their obligations according to a clause hereof, this shall not mean that said Party has waived their rights pursuant to said clause or any other clause of the GTCS.
Partial nullity
The nullity or inapplicability of any of the stipulations of these GTCS shall not invalidate the other stipulations which shall retain their full force and scope. However, the parties can mutually agree to replace any null and void stipulation(s).
Notifications
All notifications according to these GTCS shall be made in writing:
– By registered letter with acknowledgment of receipt (receipt shall be considered as the first presentation of the letter, according to the postmark); or
– By hand delivery with handwritten acknowledgment of receipt of the notification, to the recipients at the addresses indicated on the order form or, should there be a change in these, at the new addresses notified in accordance with this article by each of the Parties to the other;
– By e-mail with acknowledgment of receipt.
Said notifications shall take effect either (a) on the date of receipt, this being considered as the first presentation of the letter, according to the postmark; the sending of the registered letter, or (b) on the date of sending the fax, or (c) on the date of receipt of the notification or (d) on the date the e-mail is sent.

ARTICLE 18: Disputes
For any dispute concerning the application of these GTCS and their interpretation, their execution and the resulting operations and in general to the relations between the Company and the Buyer, the Parties agree to appoint a Mediator by mutual agreement.
Failing agreement between the Parties within fifteen (15) calendar days from the notification of the dispute by the first party to act, the mediator shall be appointed by the Chairman of the Commercial Court of the Company’s head office ruling in summary proceedings or at the request of the most diligent party.
The Parties shall each cover half of the mediation costs and shall provide the fair cooperation required to reach an amicable solution.
Should mediation fail within thirty (30) calendar days from the appointment of the mediator, the dispute shall be settled by the Commercial Court of the head office of the Company, which shall have sole jurisdiction, regardless of the place of the Order, delivery, and payment and the method of payment, even should there be a warranty claim or multiple defendants.
Bills of exchange shall not constitute either novation or derogation from this jurisdiction clause.
The attribution of jurisdiction is general and applies, whether it is a principal claim, incidental request, substantive action or interlocutory proceedings.
Moreover, should there be legal action or any other action for the recovery of debts by the Company, the costs of summons, justice, as well as lawyer’s and bailiff’s fees, as well as all ancillary costs shall be borne by of the offending Buyer, as will be the costs related to or resulting from the non-compliance by the Buyer with the payment or delivery conditions of the Order in question.
The parties expressly agree that this clause is stipulated for the benefit and in the exclusive interest of the Company, who alone may waive it.

ARTICLE 19: Applicable law – Language
These GTCS and the resulting operations are governed by French law.
They were originally written in French. Concerning the translation into one or more languages, only the French text shall prevail in the event of a dispute.

The Management
PCFR SAS with capital of €779,800, AVIGNON TCR SIRET number 514 992 494 00021
Head office: La Remise, 130 Boulevard du Nord, 84160 CUCURON France