COMMON TERMS Of “Fluidra Balkans JSC”

GENERAL RULES

Art. 1. The present Common terms shall arrange the conditions for sale of goods between “Fluidra Balkans JSC”, hereinafter referred to as “Seller” and the consumers – physical persons and legal entities, hereinafter referred to as “Buyers” and “Clients”.

Art. 2. The present Common terms apply to every sale trade agreement, concluded between “Fluidra Balkans JSC” in the capacity as Seller and third parties as Buyers. These terms exclude the application of any other stipulations or common terms, prepared or applicable for the Clients or for third parties.

Art. 3. These Common terms come into operation from the moment when the parties enter into valid contractual or pre contractual relations, arising by some of the following circumstances, listed here incomprehensively: offer sent to the Buyers from the Seller, sending or receiving of an order for goods, conclusion of sale trade agreement, issuing of an invoice, commodity receipt, warehouse receipt or any other document relevant for the sale.

TERMINOLOGY

Art. 4. „Seller” within the meaning of the present Common terms is “Fluidra Balkans JSC”, registered within the Commerce register of Republic of Bulgaria under the unique identification code № 160034225.

Art. 5. „Buyer” is each Bulgarian or foreign physical person and/or legal entity, consumer of the goods, offered by “Fluidra Balkans JSC”, bound with the Seller on the basis of agreement for sale trade of goods.

Art. 6. „Goods” are all the products, offered for sale from the Seller within the meaning of the present Common terms, which are either in the ownership or will be gained by the Seller for the purposes of conclusion of sale trade agreements with Clients.

Art. 7. „Special conditions” are all the stipulations between the parties under the sale trade agreement which exclude or alert the application of the present Common terms and shall be put into practice only in the occasions specially pointed out by the parties.

Art. 8. „Sale trade agreement” is each agreement between the Seller and a Buyer for the transfer of ownership over goods agreed between the parties, under prices, conditions and manner of payment and delivery, agreed between the Seller and the Buyer. The agreement could be written, oral, made in a post communication, including e-mail, messenger, viber, phone, fax, declared and accepted order, issued invoice, pro forma invoice and others.

SUBJECT OF THE SALE TRADE AGREEMENT. CONCLUSION

Art. 9. With the conclusion of a sale trade agreement, the Seller shall be obliged to transfer the ownership of the goods offered by him in favor of the Buyer, under conditions, price, terms and manner agreed between the parties. Under the same agreement the Buyer shall be obliged to pay the sale price in the terms agreed.

Art. 10. The contract for sale is considered concluded by reaching an agreement between the Seller and the Buyer for the transfer of ownership of the agreed goods, at prices, conditions and method of payment agreed between them, according to any of the methods described in Art. 8.

(2) The contract of sale shall also be considered concluded in case of an accepted order for which there is a pro forma invoice issued by the seller and accepted by the buyer, which pro forma invoice contains the essential elements of the sale. If the order to be considered accepted, the pro forma invoice shall be signed and stamped by the buyer. After the order is accepted according to the above sentence, the seller issues an invoice that includes the following elements: price of goods and services, discount on the price - if applicable, availability of the product, delivery time and methods of payment.

(3) Except the above cases, the order is considered accepted and the seller has the obligation, after full payment of the sale price, to deliver the goods ordered by the Buyer by signing one of the following documents: confirmed order for goods sent by the Buyer to the Seller in writing or by e-mail, goods receipt, warehouse receipt or invoice issued by the Seller in favor of the Buyer.

Art. 11. All specific provisions of the sale trade agreement shall be stipulated between the parties in person or through duly authorized representatives, for each separate case.

TERM AND PLACE OF FULFILMENT. DELIVERY

Art. 12. By agreeing the subject of the sale trade contract, the parties shall also stipulate for each particular case the term for execution of the obligation of the seller to transfer the ownership of the goods, subject of the sale.

Art. 13. Should the parties do not stipulated the opposite, the Seller shall be obliged to transfer the ownership over the goods, subject of the trade sale, after confirmation of the order from side of the Buyer and after making a full payment of the price.

Art. 14. If the parties do not make stipulations for the opposite, for place of fulfillment of the obligation and delivery of the goods shall be considered one of the warehouses of the Seller, located at: Plovdiv, 190 “Golyamokonarsko Shosse” Street.

Art. 15. The parties are free to agree place for delivery, different from the warehouses of the Seller.

(2) Should the parties agree about that, the goods can be delivered to the Buyers from side of the Seller, with a transportation organized by the Seller.

(3) When the Seller organizes the delivery he can use either his own transportation or support by third parties, couriers or transport companies, which delivery is entirely at the expense of the buyer.

Art. 16. In case the parties stipulate a place for delivery different from the warehouse of the Seller, the Buyer is obliged to provide contact details for the delivery address and the contact person, not later than 2 (two) days before organizing the transportation of the goods from side of the Seller.

(2) The information mentioned above includes the exact address of the Buyer or a third party pointed by the Buyer, as well as full names, phone and e-mail of the person, responsible for acceptance of the goods, information for the working time and any other kind of information which with view to the circumstances could facilitate the delivery of the goods.

(3) The Buyer is obliged to ensure the duly acceptance of the goods which have been ordered, in the stipulated terms and place. For each day of delay in receiving them, the buyer owes the seller a penalty for storage and preservation of goods in the amount of 0.15% of their value.

(4) The seller shall not fall into delay and shall not be liable in case of delay in delivery due to unforeseen or extraordinary circumstances, as well as in case of force majeure.

Art. 17. In case of refusal from side of the Buyer to accept the goods, the Buyer is obliged to bear the expenses for the sending and the return of the goods to the address pointed out buy the Seller.

(2) In the above given case, the Buyer is obliged also to cover all the expenses connected with the preserving of the goods for the period from the ordering until they are returned to the Seller.

Art. 18. If the parties do not make stipulations for the opposite, the transportation expenses, as well as these for the delivery of the goods to a place, pointed out by the Buyer and outside the stores of the Seller, are entirely at expenses and shall be paid in by the Buyer.

(2) The transportation expenses are not included in the sale price of the goods.

PRICES. METHOD OF PAYMENT

Art. 19. The price under the sale trade agreement shall be determined on the basis of the current actual price list of the Seller towards the moment when the parties agree to conclude the respective agreement and it is valid for delivery to the Seller's warehouse, located at: Plovdiv, 190 „Golyamokonarsko Shosse” Street.

(2) The prices of the goods and services in Catalogs, price lists, tariffs and other similar means for public invitation of the seller are indicative and the same can be changed unilaterally by the seller until reaching an agreement for concluding a deal with the buyer.

(3) In order to avoid any contradiction - each made order by the buyer, binds the seller after his written confirmation of the order. If the seller refuses to confirm and accept the order, he is not obliged to provide a valid reason for his refusal to conclude a deal.

(4) Any costs, fees and other expenses that are necessary for the execution of the ordered sale shall be entirely at the expense of the Buyer.

Art. 20. In cases of periodical deliveries the price of the goods shall be determined towards the moment of the order for each separate delivery.

(2) In case of ordering products that are not made/available and are to be made/delivered, the buyer must pay in advance the agreed price, but not less than 25% of the estimated value of the product, and the remaining payment shall be made according to the terms and conditions agreed between the parties.

(3) Any order accepted by the Seller in production may not be refused or canceled unilaterally by the Buyer. For each accepted order, for which the production of it has started, the Buyer owes full and on time payment of the sale price, as agreed between the parties.

Art. 21. The payment of the purchase price shall be made by the Buyer in advance for each sale and not later than the moment when the Buyer receives the goods. The parties can also stipulated conditions for preliminary or postponed payment.

Art. 22. Payment of the sale price is made in cash or by bank transfer to a bank account specified by the Seller.

(2) For each payment made, the Seller issues to the Buyer a tax invoice/fiscal receipt.

Art. 23. In case the Buyer does not dispute the tax invoice / fiscal receipt issued by the Seller within 2 working days from its receipt, including by e-mail, that has the force of implicitly acceptance of this invoice / fiscal receipt.

TRANSFER OF THE RISK AND THE OWNERSHIP

Art. 24. The risk from accidental loss or damages of the goods, subject to the sale trade agreement, shall be transferred to the Buyer from the moment when the parties determine the product, subject of the contract, but not later than the moment of transfer of its possession to the buyer.

(2) In cases when the goods are delivered to the Buyer from side of the Seller or by a third party on a place other than the Seller's warehouses, the risk from accidental loss shall be transferred to the Buyer from the moment of the loading of the stock, respectively the sending of the goods.

Art. 25. The right of ownership of the goods subject to sale passes in favor of the Buyer from the moment of full payment of the sale price by the buyer within the agreed period.

(2) In case the possession of the goods is actually handed over to the buyer, but the buyer has not paid the sale price, or the paid one is not in full, the ownership of the goods passes to the Buyer after full payment of the sale price, respectively to the last installment of it, together with the accrued interest, penalties and any other amounts due for late payment.

(3) In case the goods are handed over to the Buyer before the sale price is paid in full, the Buyer possesses the goods on the basis of responsible custody and bears the risk of its accidental loss or damage.

FULFILLMENT. DUE DILIGENCE. CONFIDENTIALITY

Art. 26. After agreeing about conclusion of the trade sale agreement, the Seller shall be obliged to keep on store in favor of the Buyer the agreed goods, until the moment of their receiving from the Buyer and/ or the their forwarding to him.

Art. 27. By the mutual agreement for conclusion of the deal, the Buyer shall be obliged to cooperate for the receiving of the goods in due course, as per the stipulations for term and place of delivery.

(2) In case the Buyer put himself in illegally delay for receiving the goods, the Buyer has the right to terminate the trade sale relation.

Art. 28. In their relations, the parties shall act with the due diligence, but not in worse manner than the care of the good tradesman.

Art. 29. Pursuant to these General Terms and Conditions, any information that the parties exchange during or in connection with a concluded sale contract is confidential information and should be kept secret as such.

(2) The parties undertake to observe strict confidentiality with regard to any information received between them - written, in the form of legal and accounting documents, invoices, goods and warehouse receipts, product prices, personal discounts and rebates, explanations, references, tables , schedules, schemes, deadlines and any other (non-exhaustive listing) or oral, which is provided in any way and form by managers, employees and consultants of the parties, which in the relations between the parties is considered "Confidential Information", with except for information that can be legally obtained by any person from a public register or public database.

(3) The parties shall not have the right in any form to share, publish, exhibit and disseminate the information, subject of agreements between them, nor information, which became known to them during or on the occasion of a concluded contract of sale, as well as described in para. (2) “Confidential information”

NON FULFILLMENT. WARRANTY LIABILITY. CLAIMS

Art. 30. In case of faulty non-performance of one of the parties to the sales legal relationship, the not guilty party has the right to seek compensation for non-performance or performance and compensation for delayed performance, at the discretion of the defaulting party.

Art. 31. For each individual product, the seller bears warranty liability in accordance with the conditions, manner and term specified in the relevant warranty card or other document in this regard.

(2) When engaging warranty liability for the Seller, the Buyer must send to the Seller:

- all documents relevant to the sale / invoice / fiscal receipt, goods and warehouse receipt, pro forma invoice, etc./ - in original;

- photos and / or video showing the defect in the goods and its manifestation;

- a detailed written description of the defect in the goods and its manifestation at the following e-mail address: quality@fluidrabalkans.com;

(3) In case the buyer does not fulfill any of the requirements under the previous paragraph 2, the warranty liability for the seller shall not be valid anymore, regardless of whether there is a defect in the sold goods.

(4). The seller responds within 3 working days to the warranty claim made by the buyer.

(5) The transport and any other costs made for sending defective parts by and to the seller are entirely at the expense of the Buyer.

Art. 32 The seller guarantees the quality of the delivered product and undertakes to repair / replace any goods under warranty in which a defect occurs, provided that the defects do not come from improper use by the buyer, improper installation and assembly or which are due to damage and destruction of the product caused by the action of the buyer or a third person.

(2) The warranty liability of the seller shall also lapse if the product has been installed, repaired, maintained or serviced by an unauthorized person or is serviced with parts and consumables that are not original and which have been installed and have been used incorrectly by the buyer or a third person.

(3) The warranty liability of the seller shall also lapse in the cases in which the product has been incorrectly kept and stored by the buyer or a third party.

(4) The warranty liability of the seller shall also lapse in the case of normal wear and tear caused by the use of the product by the buyer or a third party.

(5) The replacement of the spare parts within the warranty period shall not extend the warranty period of the original product.

Art. 33. The Seller provides an opportunity for the Buyer to exercise immediate quantitative control over the goods subject to sale, depending on the chosen method of delivery.

(2) In case of transport, organized on behalf and for the account of the Buyer, this control should be carried out at the moment of loading of the goods from the warehouse of the Seller.

(3) In case of delivery made by the Seller or a third party to an address other than the seller's warehouse, with the consent or at the request of the Buyer, the quantitative control should be exercised by the Buyer at the time of loading or delivery of the goods of the agreed address, depending on how its transport is organized according to art. 15, para. 2 and 3.

(4) Notwithstanding the above, the Buyer has the right to claim quantitative discrepancies of the ordered goods not later than the day of delivery of the goods depending on the chosen method.

Art. 34. Complaints for quality defects of the goods, which cannot be noticed during a simple inspection, may be submitted by the Buyer in writing, immediately after their finding, but not later than 10 calendar days from the acceptance of the goods.

(2) In case the Buyer does not notify the Seller immediately of the detected defects of the goods or fails to do so within the above period, it is considered that the Buyer has accepted and approved the quality of the goods.

(3) The buyer shall individualize the products, subject of a complaint with catalog number / brand and model / and serial number and store them with the care of the good owner until the complaint is completed.

Art. 35. Complaints for shortages or quality defects of the goods are accepted by the Seller within the specified time limits, in writing containing the information according to art. 31 subject to the following conditions:

- The goods have been properly transported, installed, assembled, kept and stored by the buyer or a third party;

- The defect is not due to improper use, operation, storage or warehousing by the buyer or a third party;

- The buyer or a third party has complied with the necessary safety requirements and instructions for use of the product.

- The goods are returned in complete and strong original packaging and are accompanied with the full original documentation - invoice / fiscal receipt, goods and warehouse receipt, pro forma invoice, etc./, relevant to the sale.

(2) Complaints, which do not meet the above conditions, as well as those under Art. 31, are not accepted by the seller and are rejected entirely at risk and expenses of the buyer.

(3) The answer to the complaint shall be sent by the seller in writing within 3 working days from its receipt, which answer shall include the following specific notes:

- the individualization of the product from which thegoods belong and the defects found;

- whether a defect of the goods has been established;

- who is responsible for the identified deficiencies and how to eliminate them;

- term and type of the selected compensation;

Art. 36. In case of timely and reasonable claim, the Seller at its discretion performs one of the following actions: repairs the damaged product, replaces it with a new one, compensates the Buyer for the value of the defect, reduces the sale price or returns the paid to the Buyer. The buyer has no right to choose which of the above compensation options will be applied. In each of the above cases, the cost of returning the goods is entirely at the expenses of the buyer.

(2) In case the seller chooses to repair defective goods, the transport costs and any other costs accompanying the repair of the goods, including its return repaired back to the buyer, shall be entirely at the expense of the buyer.

(3) In case the seller chooses a way of compensation including return of monetary amounts to the buyer, he may make set-off with his counter monetary obligations in maturity.

(4) Until the end of the complaint, the buyer shall be obliged to pay the price of all products purchased by the seller, which are not defective.

Art. 37. The seller is not responsible for negative consequences due to improper operation of the purchased goods, as well as in cases of damage caused by it, when these damages have resulted from improper use and / or non-compliance with safety requirements and instructions for handling the goods.

Art. 38. For an established problem of products for which the seller refuses to bear warranty liability, he provides the buyer with a certain price, representing a formed "budget" for acceptance and subsequent repair of the damaged goods. The budget also includes costs for transporting the goods.

(2) In case of non-acceptance of the budget determined by the seller for repairs by the buyer and his request for return of the equipment, the buyer shall charge an additional fee for "Budget not approved by the client" in the amount of BGN 60.

(3) In case of non-acceptance of the budget by the buyer and his refusal to receive back the product, the seller shall charge an additional fee for "destruction of the goods" in the amount of BGN 50.

Art. 39. In case the Buyer has current obligations in connection with previous sales relations with the Seller, he loses his right to warranty service by the Seller, until the full repayment of its obligations to him.

(2) In cases of outstanding obligations of the Buyer, the Seller has the right to deduct from the subsequent payments of the Buyer its receivables to him on previous unpaid orders and then to seek payment of subsequent orders until repayment of all obligations of the Buyer.

(3) In the case of outstanding obligations of the Buyer, the Seller may exercise the right of retention in respect of goods ordered and paid by the Buyer, until the full repayment of the obligations of the Buyer.

(4) The Seller has the right to set off against the Buyer in respect of all outstanding obligations of the Buyer to the Seller.

FORCE MAJOR

Art. 40. Neither party shall be liable for non-performance or poor performance of its obligations under a contract of sale, if the reason is due to force majeure.

(2) Under "force majeure" or force majeure within the meaning of Art. 306 of the Commercial Law, it is understood a circumstance or event of extraordinary nature, which occurred after the conclusion of the contract of sale, could not be foreseen by the parties at its conclusion and does not depend on the will of the parties.

Art. 41. The party affected by force majeure shall immediately notify its counterparty of the occurrence of unforeseen circumstances.

APPLICABLE LAW. VARIOUS.

Art. 42. The parties should settle all disputes arising between them in a spirit of mutual understanding and concessions.

(2) In case of a dispute regarding a contract of sale, which cannot be resolved by the parties out of court, the dispute shall be referred to the competent Bulgarian court at the seat of the seller in Plovdiv.

Art. 43. The present general conditions are accepted in accordance with art. 298 of the Commercial Law of the Republic of Bulgaria.

In case of discrepancies in the meanings of the text of these general terms and conditions in Bulgarian and the English version, the Bulgarian version shall prevail and the Bulgarian text must be considered the correct one.

SANCTIONS CLAUSE (GENERAL TERMS OF SALE)

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 the Company 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 the Company 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. The Company 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 (ii) claim compensation for losses and damages arising from the Purchaser´s violation.