ESPACE PRO
ESPACE PRO

General Terms and Conditions of Sale

General Clause

*These General Terms and Conditions of Sale constitute the basis of the commercial negotiation and are systematically sent or provided to each buyer to enable them to place an order.
Accordingly, placing an order with any of the following companies: A.S. POOL, Albigès, Albon, hereinafter referred to as the “SUPPLIER,” implies the buyer’s full and unconditional acceptance of these General Terms and Conditions of Sale. Any contrary conditions put forward by the buyer shall therefore, in the absence of the SUPPLIER’s express acceptance, be unenforceable against the SUPPLIER, regardless of when they may have been brought to its attention.
The buyer acknowledges and accepts that the SUPPLIER may subsequently and reasonably amend these General Terms and Conditions, and that their relationship shall always be governed by the version in force on the date the order is placed.

Buyer: any natural or legal person carrying on the profession of pool installer / pool professional, or distributor, purchasing products (hereinafter the “Products”) from the SUPPLIER for the purposes of its professional activity

Article 1 – Orders

Any order placed by the Buyer must be made in writing (fax, email, or post) and must state the desired delivery address, billing address, order number, order date, references, quantity, and specifications relating to the Products. Any telephone order must be confirmed in writing, clearly stating “confirmation.” An order containing incomplete or incorrect information may result in errors or delays for which the SUPPLIER cannot be held liable. All orders submitted to the SUPPLIER are accepted and binding upon the SUPPLIER only after an order acceptance acknowledgment has been issued and sent by the SUPPLIER.

Unless otherwise stipulated, the SUPPLIER’s offers and quotations are valid only for one month following their issue. In such cases, the contract is formed solely upon the Buyer’s unconditional acceptance of the terms set out in the quotation. In practice, the Buyer expresses its consent by returning the signed quotation by email, post, or fax, or by placing an order expressly referring to the quotation. Failure to accept these General Terms and Conditions of Sale shall render the order null and void.

Any first order must be accompanied by payment, the original account opening form duly completed, and a bank identity statement (RIB).

Any order with a value of less than €80.00 excl. VAT shall be subject to a flat invoicing fee of €16.00 excl. VAT.

Any cancellation by the Buyer of an order that has been accepted by the SUPPLIER in accordance with the above provisions (hereinafter the “Contract”) must be made in writing and shall be valid only after the SUPPLIER’s approval. In the event of cancellation of the Contract by the Buyer more than 48 hours after the initial order, the SUPPLIER reserves the right to invoice the raw materials and labor already committed to the performance of said Contract. Any special or custom-made order may not be canceled, returned, or exchanged. The benefit of the Contract is personal to the Buyer and may not be assigned in any manner whatsoever without the SUPPLIER’s prior written consent.

Article 2 – Prices – Payment Terms

Art. 2.1

The selling price of the Products is the price in effect on the day the order is placed. It is detailed in the Contract and does not include shipping costs, which may be invoiced in addition to the price under the conditions below. All SUPPLIER prices are quoted in € excluding VAT and, unless otherwise specified, according to the INCOTERM (ICC 2020) EXW SUPPLIER’s factories.


Prices are subject to change without notice, based on economic conditions, currency fluctuations, or any other factor that may affect the cost of raw materials or labor. In the event of a price change, the Buyer will be notified prior to its implementation. The revised prices will then apply to the Buyer’s future orders.


Packaging and transportation costs are net and not subject to any discounts. Prices are exclusive of eco-contribution fees, which will be invoiced in euros according to the applicable rates and rules.

Art. 2.2

Any order may require a deposit, the amount of which may vary depending on the Products, prior to production and/or delivery. The applicable deposit amount is specified in the Contract. Delivery of the Products is subject to full payment of this deposit. The remaining balance must be paid in accordance with the conditions set out below.

Art. 2.3

*When opening a customer account, any first order must be paid prior to delivery.


Invoices issued by the SUPPLIER are payable, unless otherwise agreed by the Parties, without discount, by direct LCR (bank draft) within 30 days end of month from the invoice date, subject to approval of the credit limit by our credit insurance company. In the event of refusal by the insurer, deliveries can only be made against payment prior to delivery or cash on delivery. For export shipments, any Contract must be paid prior to delivery by bank transfer or secured by an irrevocable letter of credit.


The SUPPLIER reserves the right to adjust payment terms according to the Buyer’s financial situation and/or to condition the execution of ongoing Contracts on the provision of additional guarantees or prior payment for the Products.


The Buyer may not invoke any reason to defer or alter the payment terms, including any dispute regarding the quality or non-conformity of the Products or any delivery delay.

Art. 2.4

Failure to pay any installment will automatically, and without prior notice, result in the blocking of the customer account, the halt of production for all Contracts, the suspension of deliveries, a report of payment default, and the immediate maturity of all invoices issued by us

Art. 2.5

In the event of late payment, in accordance with mandatory legal provisions, late payment interest will be applied automatically, without prior notice, at a rate equal to three times the legal interest rate on the amount due from the scheduled due date.


Furthermore, a Buyer in default of payment shall, in accordance with the legal provisions applicable from January 1, 2013, automatically owe a fixed indemnity for recovery costs of €40.00. In the event of late payment resulting in legal action, the Buyer shall also be liable to pay a fixed compensation equal to 20% of the Product price, in addition to all recovery costs incurred.

Art. 2.6

In general, no discount will be granted for early payment.

Art. 2.7

Drafts sent for acceptance must be returned to the SUPPLIER within eight days of dispatch.

Article 3 – Delivery

Unless otherwise specified, Products are delivered to the Buyer according to the INCOTERM (ICC 2020) EXW SUPPLIER’s factories. Product transportation is therefore carried out at the Buyer’s risk and expense. If the SUPPLIER arranges transportation to the location specified in the contract, it acts solely as the Buyer’s agent. Delivery costs will therefore be fully invoiced to the Buyer.

Delivery times are always given as an indication and from the SUPPLIER’s factories, but they do not bind the SUPPLIER definitively. Any delay cannot give rise to cancellation, penalties, or damages of any kind.

If the Buyer identifies apparent defects (missing items or damage) upon delivery, they must immediately record detailed reservations with the carrier on the delivery documents, even if the shipment was made at the SUPPLIER’s risk and expense. These reservations must be confirmed to the carrier by registered letter with acknowledgment of receipt or by any other appropriate written means no later than two (2) business days after delivery. A copy of this letter must be sent to the SUPPLIER.

Article 4 – Specific Transport Costs

By way of exception to the provisions of Article 3, certain Products are delivered with specific transport costs. All transport costs and conditions stated in this Article 4 apply only to mainland France. For any delivery outside mainland France, the Buyer is invited to contact the SUPPLIER to obtain a specific quotation.

Art 4.1

Liners, bubble covers, reels, and winter covers from ALBIGÈS and ALBON.

For all orders over €550.00 excl. VAT (order amount calculated per company), net of discounts and delivered in a single shipment, free shipping will be granted for deliveries within mainland France, except for Products longer than 6 meters or other Products in the catalog with specific shipping terms indicated in their pricing.

Any delivery of an order under €550.00 excl. VAT, net of discounts, will be subject to a transport fee of €40.00 excl. VAT or €30.00 excl. VAT depending on the products. Any delivery to a private individual will be subject to a transport fee of €56.00 excl. VAT or €40.00 excl. VAT.

Express shipments are at the Buyer’s sole expense.

Art 4.2

Bar Covers from ALBIGÈS.
All deliveries will be invoiced according to a specific pricing schedule. No free shipping will apply.

Art 4.3

Shutters (and Products in the shutter range).
All deliveries are subject to a minimum transport fee of €30.00 excl. VAT. Each delivery will be invoiced according to a specific pricing schedule based on the Product’s weight, length, and destination, except for the DEEPSO shutter, for which transport is included in the Product’s sale price (excluding transport of spare parts, which is invoiced according to the shutter pricing schedule).

Art 4.4

Albon and Albigès Trade Products (mounting equipment, accessories).


For all orders under €250.00 excl. VAT, net of discounts and delivered in a single shipment, a transport fee of €30.00 excl. VAT will be charged.


For orders between €250.00 and €550.00 excl. VAT, net of discounts and delivered in a single shipment, a transport fee of €40.00 excl. VAT will be charged.


For all orders over €550.00 excl. VAT and delivered in a single shipment, free shipping will be granted for deliveries within mainland France.


It is possible to arrange delivery to a private individual; in this case, free shipping will not apply. Any delivery of trade products to a private individual will be subject to a transport fee of €40.00 excl. VAT.

Art 4.5

Water Treatment Products and Electrolyzers sold by A.S. POOL.


For any order of devices over €550.00 excl. VAT, net of discounts and delivered in a single shipment, free shipping will be granted for deliveries within mainland France. Any delivery of an order of devices under €550.00 excl. VAT, net of discounts, will be subject to a transport fee of €40.00 excl. VAT. For spare parts, a minimum transport fee of €20.00 excl. VAT will be charged.

Art 4.6

For all deliveries requiring a prior appointment, in the event of non-delivery due to an incorrect address, the Buyer’s absence at the time of delivery, or any other cause attributable to the Buyer, the SUPPLIER reserves the right to re-invoice storage and/or redelivery fees charged by the carrier.

Article 5 – Product Returns

Unless specific conditions apply and without NEXTPOOL’s prior written consent, no Product returns will be accepted. Generally, the SUPPLIER’s custom-made equipment cannot be returned or exchanged. Shutters, stairs, custom components (gratings, special parts), partitions, beams, and benches are never accepted for return.


In any case, if a Product return is accepted by the SUPPLIER, it will be credited at the invoiced price excluding VAT, less 15% and any applicable restoration costs. Transportation and return of the Product remain the Buyer’s responsibility.


Liners and covers requiring repair or modification must be returned clean and dry; otherwise, cleaning fees will be charged to the Buyer.


Any claim for an apparent defect must be notified to NEXTPOOL in writing no later than 10 days after receipt of the Product or completion of the installation work. The return must be shipped prepaid and within a maximum of 8 days from the notification of the defect.

Article 6 – Services

Art. 6.1

Any order for Services will require a quotation, which must be accepted by the Buyer prior to execution. If the Buyer does not request an additional quotation, the Services will be performed and invoiced according to the SUPPLIER’s conditions and rates in effect on the order date. The schedule for performing these Services will be indicated in the order confirmation sent by the SUPPLIER and is provided for information only. Therefore, any delay by the SUPPLIER cannot justify any change in the price and/or payment terms of the Services.

Furthermore, under no circumstances can the Buyer hold the SUPPLIER liable for delays caused by the Buyer’s negligence in providing the elements necessary for the SUPPLIER to perform its services.

Art. 6.2

For the sale of connected devices such as the Sterilor XP Product, the SUPPLIER provides the end customer with the services defined in the applicable terms of use for that Product. The Buyer also agrees to inform the end customer of all technical prerequisites necessary for the optimal operation of these services.

When the Buyer is designated to ensure remote supervision of the System, they undertake to:

  • comply with the provisions of the current terms of use, which can be accessed via the following link: https://www2.nextpool.com/CGU-installateur-Sterilor-XP

  • carry out the installation and configuration of the Sterilor XP Product and transfer administrative rights to the end customer in accordance with the SUPPLIER’s instructions.

Article 7 – Commercial Warranties

Art. 7.1

Products manufactured and sold by the SUPPLIER are covered by a contractual warranty, which is specific to each Product and defined below. Furthermore, for Products purchased and resold by the SUPPLIER, any applicable warranty is that of the original manufacturer of the Products distributed by the SUPPLIER.


The warranty covers manufacturing defects and defects of the Product, excluding apparent defects, which must be reported under the conditions set out in Article 5.

Art. 7.2

For Products manufactured and sold by the SUPPLIER, the warranty, unless otherwise specified below and/or in the Contract, applies only to defects that appear within twelve (12) months from the delivery date defined above. To invoke the warranty, the Buyer must notify the SUPPLIER immediately and in writing of the defects attributed to the Products and provide all supporting evidence of their existence. The Buyer must give the SUPPLIER full access to inspect the defects and to carry out any necessary remedies.

  • Art. 7.2.1. Warranty – 75/100 Classic, Celsius, and Premium Liners
    From the delivery date:

    • Classic: 10-year warranty on the sheet and welds (5 years full + 5 years decreasing, with a 20% annual reduction).

    • Celsius: 10-year full warranty on the sheet and welds. 3-year warranty on dimensional stability (for water up to 33°C continuously and chlorination under 2.5 ppm, under normal usage conditions).

    • Premium, Premium phthalate-free, and non-slip phthalate-free: 12-year full warranty on the sheet and welds. 4-year warranty on dimensional stability (for water up to 33°C continuously, peaks of 35°C over 24h, and chlorination under 3 ppm, under normal usage conditions).

    Non-compliant liners must be returned to the SUPPLIER immediately before filling the pool and before cutting embedded parts. Installers and fitters acknowledge having reviewed AFNOR FD T 54-802 and NF EN 15836-1 standards.

    Art. 7.2.2. Warranty – Floating Safety Covers
    Generally, the warranty covers all defects or faults for one (1) year under proper assembly, installation, and use according to the attached Product manuals. If the ordered pool cover elements do not form a complete cover (missing beams, grates, partitions, etc.), the installer must ensure the cover integration meets NF P 90-308 requirements.

    The warranty covers all electrical equipment, provided strict compliance with C 15.100 is observed. Warranty for all spare parts, including motors, is one year.

    Beyond the general 1-year warranty, the following durations apply for a complete cover:

    • IMM’Ax / DIVER / IMM’Box motors: 4 years

    • Other motors: 3 years

    • Rolling mechanics: 3 years (material resistance, see exclusions in Art. 7-3)

    • Slats: 3 years (buoyancy, watertightness, articulation; see exclusions in Art. 7-3)

    • Photovoltaic panel: 10 years

    • Batteries: 1 year

    Non’Co® Warranty: applies according to the order and selected components. To benefit, the invoice must mention “Non’Co® label.” Duration is specified on the invoice and covers mechanical parts (excluding motors and accessories) against corrosion affecting Product performance.

    Art. 7.2.3. Warranty – Specific Safety Covers OPEN AERO, OPEN Dsign, BANC Dsign, IMM’Ax, IMM’Box, and DIVER
    LED lighting devices are guaranteed for 3 years for OPEN AERO, OPEN Dsign, and BANC Dsign.
    The free mobile application for remote cover control is subject to acceptance of the Terms of Use available within the app under “Terms of Use.”

    Art. 7.2.4. Warranty – Water Treatment and Regulation Devices
    Generally, the warranty covers:

    • 3 years: STÉRILOR Sel Evo, STÉRILOR Duo Evo, STERILOR XP Sel, STERILOR XP pH, STERILOR XP Redox, STERILOR XP T°C, STERILOR XP Connect

    • 2 years: SYSTÈME 7 SEL Evo, Stér-pH, Stér-pH U, Stéredox, Stéredox U, Stéridos, Stérpro

    Salt electrolysis electrodes and vessels: 3 years (temperate climate, per Product manual). Probes: 1 year.
    No measuring electrode is covered by warranty more than 2 years after its manufacturing date.
    These warranties apply under normal use conditions (including water balance) and installation according to manuals and standards.

    Art. 7.2.5. Warranty – Bar Covers: EASY Range
    Generally, a 3-year full warranty applies for all hidden defects under proper installation and use, except EASY Light, which has a 3-year decreasing warranty (33% per year).
    PVC fabric, aluminum profiles, anchoring pins, fixing rings, and tension ratchets: 3 years.
    Other components (cranks, protective pads, caps, etc.): 1 year.
    ROLLTROT2® motor: 2 years (normal use); battery: 1 year.

    Art. 7.2.6. Warranty – Flexible and Filtration Covers
    Covers all hidden defects under proper installation and use.

    • Vernosc and ProCover: 1 year

    • Vancouver: 2 years

    • SKIN Cold, SKIN Freeze, SKIN Wood Light, GRILLE Cold, GRILLE Freeze, GRILLE Wood: 3 years

    • SKIN Extrem, GRILLE Extrem: 5 years

    Art. 7.2.7. Warranty – Bubble Covers
    Covers manufacturing defects (material and welds). Dimensional stability is not guaranteed.

    • 400 μ Eco: 1 year

    • 400 μ Solo, Duolis, Quatro & 500 μ Eco: 2 years decreasing (50% per year)

    • Geobubble™ Blue (except Eco): 3 years (1 year full, 2 years decreasing, 50% per year)

    • OXO Solo, Duolis, Quatro: 5 years decreasing

    • Geobubble™ Blue transparent Sol+Guard, Anthracite EnergyGuard, Cool Guard Solo, Duolis, Quatro: 6 years decreasing

    Warranty valid only if usage and storage recommendations are strictly followed. Bubble covers must be protected by a cover when not on the pool.

    Art. 7.2.8. Warranty – Reels
    Covers mechanics and materials for 2 years under normal use, against defects or manufacturing faults, with proper installation per manuals and standards.

    Art. 7.2.9. Warranty – Reinforced Membranes Perfect Finish 2000, 3000, and Aquasense

    • Perfect Finish 2000 & Perfect Finish 2000 non-slip: 10-year full warranty for pools with water temperature always below 32°C.

    • Perfect Finish 3000 & Aquasense: 10-year full warranty for pools with water temperature always below 32°C.

Art. 7.3

The warranty granted for each Product shall, under no circumstances, apply in the event of defects or faults resulting from:

  • Goods supplied by the Buyer,

  • Modifications of Product specifications imposed by the Buyer,

  • Force majeure or unforeseen events,

  • Normal wear and tear of the Products,

  • Negligence, including during installation and/or storage of the Products,

  • Installation and/or use of the Products not in accordance with the usage instructions in the technical documentation, or not in compliance with any instructions from the SUPPLIER or applicable laws and regulations,

  • Repairs, alterations, interventions, or modifications made to the Products without the prior written consent of the SUPPLIER,

  • Defective implementation of the Product usage process or lack of Product maintenance,

  • Damage due to transport,

  • Electrical faults,

  • Damage caused by cleaning with products other than those recommended,

  • Wear due to abrasion from pool coping on covers,

  • Snags, holes, tears,

  • Color fading.

No compensation or penalty may be claimed in the case of a warranty claim or warranty exclusion.

In addition, the following specific exclusions apply to each Product:

Art. 7.3.1. 75/100 Classic, Celsius, and Premium Liners
Any water treatment not complying with D.D.A.S.S. requirements automatically voids the warranty, particularly any copper-based disinfectants. Water quality must comply with the operational recommendations described in the liner technical manual.

Art. 7.3.2. Floating Safety Covers
The warranty does not cover:

  • Immersion of motors not designed for it, or lightning damage from storms.

  • Corrosion or degradation of rolling mechanisms caused by non-compliance with the pool water’s physico-chemical balance, especially due to unregulated or unsupervised shock or automatic treatments producing excessive oxidizing agents, accelerating general metal corrosion.

  • Stains, discoloration, or deformation of slats due to improper use. Damage caused by hail is excluded.

  • Any modification to a slat (plug removal, trimming, gluing) voids the warranty on the cover.

Art. 7.3.3. Water Treatment Devices
Excluded from the warranty: Cu/Ag electrodes considered consumables.
The warranty ceases if:

  • The device is opened or modified without specific SUPPLIER authorization,

  • Non-STÉRILOR parts are used,

  • Electrical installations are damaged due to external causes such as surges or electrical discharges.
    Spare parts repaired or sold via after-sales service are not covered.

Stérilor XP Products:
The warranty does not cover the installation or connection of the mobile app associated with the Product, nor any exclusions specified in the app’s terms of use.

Art. 7.3.4. EASY Bar Covers, Flexible Covers, Filtration Covers, Bubble Covers
Warranty excludes damage caused by weather conditions such as strong winds, heavy rain, snow, hail, and wear due to abrasive or heavily curved pool coping, uneven levels, or missing joints.

If you want, I can translate the remaining articles of warranty exclusions and proceed with the remaining Articles 8–12 to have the complete Terms & Conditions in English in the same structured format. Do you want me to do that?

Art. 7.4

Essential spare parts required for the operation of Products manufactured by the SUPPLIER will be available for the duration of the warranty of the respective Product.

However, for Products purchased and resold by the SUPPLIER, the SUPPLIER cannot guarantee the availability of spare parts and invites the Buyer to refer to the warranty provided by the original manufacturer.

Art. 7.5

IN ALL CASES, THE SUPPLIER’S WARRANTY COVERS ONLY THE REPLACEMENT OR REPAIR OF PRODUCTS DEEMED DEFECTIVE, AFTER DEDUCTING WEAR AND TEAR, AND EXCLUDES ANY OTHER OBLIGATION.

Thus, by way of non-exhaustive examples, no compensation may be claimed for labor costs, travel expenses, water supply, treatment products, water heating, or personal injury.

Art. 7.6

If the Buyer has not made payments by the agreed deadlines, the warranty will be suspended until the overdue payments are made, and this suspension will not extend the original warranty period from the date of shipment or availability of the Product.

Article 8 – Liability

It is the Buyer’s responsibility to communicate its requirements to the SUPPLIER and to ensure that the agreed specifications fully meet its expectations. The Buyer is deemed to have full knowledge of the Products it purchases and acknowledges that it has obtained all relevant information regarding the ordered Products and understands it. The Buyer alone determines the intended purpose and use of the Products. Any request by the Buyer to modify specifications compared to the offer made by the SUPPLIER is made entirely at the Buyer’s own risk.

The SUPPLIER cannot under any circumstances be held liable to the Buyer when the delivered Products conform to the order. Conformity to the order is assessed with reference to the Contract. The Buyer is also responsible for the implementation and installation of the Products in compliance with the standards, best practices, and safety rules of the destination country. Responsibility for measurements and installation work lies with the third parties who performed them.

The SUPPLIER assumes no other warranty obligation than those stipulated above. In particular, the SUPPLIER cannot guarantee performance or suitability of the Products for a particular use unless explicitly stated in the Contract. In case of doubt regarding the interpretation of a clause or in the absence of a provision clearly defining the SUPPLIER’s obligations, the Buyer acknowledges that the SUPPLIER’s obligations shall be considered as obligations of means, not of result.

The SUPPLIER may always prevent a liability claim by ensuring compliance or by replacing a non-conforming Product.

THE SUPPLIER’S LIABILITY FOR ANY CLAIM, RESPONSIBILITY, OR COST, REGARDLESS OF NATURE, IS LIMITED TO THE EXCLUDING-TAX PRICE OF THE PRODUCTS IN QUESTION.

Indirect damages suffered by the Buyer, including but not limited to loss of revenue, loss of business, commercial damage, loss of profits, or any claims made by a third party against the Buyer, are excluded from any compensation.

Any dispute by the Buyer regarding the proper fulfillment of the SUPPLIER’s contractual obligations must be justified and submitted by registered letter with acknowledgment of receipt no later than one year from the alleged non-performance. Failure to do so constitutes the Buyer’s waiver of any right to contest the SUPPLIER’s proper execution of its contractual obligations.

The Parties acknowledge that the provisions of this clause are determinant in their decision to conclude the Contract and that the agreed price reflects the allocation of risk between the Parties and the resulting limitation of liability.

Article 9 – Advice – Technical Assistance

Advice or technical assistance provided free of charge, outside the scope of the execution of Services and/or the warranty, is given for information purposes only and does not engage the liability of ALBIGÈS in any way.

To ensure the warranty of the Products, an on-site intervention by an ALBIGÈS technician may be requested and will be subject to the following cumulative conditions:

  1. It must follow a prior diagnosis with the ALBIGÈS technical assistance service.

  2. It must respond to a request from the Buyer and be validated by a formal on-site service order.

  3. This intervention may be invoiced (travel costs, parts, and labor) if the malfunction is not attributable to ALBIGÈS.

  4. It is always carried out in the presence of the Buyer, who must ensure beforehand free access to the property of any eventual client and obtain their consent to perform the diagnosis and resolve the malfunction.

Any intervention relating to installation or on-site technical services is subject to prior acceptance of the specific general terms and conditions of sale applicable to that intervention, available upon simple request.

Article 10 – Warning / Disclaimer

We reserve the right to modify at any time and without notice the technical design of our products, in a constant effort to improve them or to comply with regulations. The photos in this catalog are for illustrative purposes only and have no contractual value.

Any reproduction, even partial, of pages published in this guide by any means without our consent will be considered illegal and constitute counterfeiting. The use of photos from our catalogs is subject to our written authorization.

Article 11 – Transfer of Risk and Ownership

The transfer of risks associated with the Products occurs in accordance with the applicable Incoterm.
Ownership of the Products remains with the SUPPLIER until full payment of the price of said Products has been received.

Article 12 – Intellectual Property

Unless expressly stated otherwise in the contract, no transfer of intellectual property rights is granted to the Buyer regarding the Products, trademarks, logos, databases, texts, graphics, images, audio files, videos, mobile applications, or any other element protected by intellectual property rights provided by the SUPPLIER. All such rights remain the exclusive property of the SUPPLIER.

Similarly, all plans, technical documents, manuals, samples, or any other documents provided to the Buyer under the contract, as well as the associated intellectual property rights, remain the property of the SUPPLIER.

No provision of these terms shall be interpreted as transferring, assigning, granting, licensing, renting, or authorizing the exploitation of the SUPPLIER’s intellectual property rights. By paying the price, the Buyer only acquires a limited right to use the results of the protectable services. Any further use must be subject to prior agreement with the SUPPLIER, including financial terms.

The Buyer agrees not to infringe, directly or indirectly, the SUPPLIER’s intellectual property rights, nor to allow any third party to do so.

The Buyer guarantees that any materials provided to the SUPPLIER for the production of the Products do not infringe the intellectual property rights of third parties and agrees to indemnify the SUPPLIER for any legal or financial consequences arising from claims by third parties.

Finally, the Buyer authorizes the SUPPLIER to use its name and logo as a commercial reference.











Article 13 – Force majeure

Initially, cases of force majeure, within the meaning of Article 1218 of the French Civil Code, shall suspend the obligations of the parties. In the event of such an occurrence, the parties shall make reasonable efforts in good faith to take all possible measures to continue performing the Contract. If the force majeure event lasts for more than sixty (60) days, the Contract may be terminated at the initiative of either party, without any right to compensation on either side.

The following are expressly considered as force majeure events: lock-out, confinement, strike, epidemic, embargo, accident, machine or equipment breakdown, excessive heat, humidity or cold, exceptional weather conditions, natural disasters, fire, floods, interruptions or delays in transportation, inability to obtain supplies or defects in raw materials, or any other event beyond the SUPPLIER’s control causing, in particular, total or partial work stoppage at the SUPPLIER, its suppliers, or subcontractors, or rendering production impossible or uneconomical, as well as total or partial disruption of communication means, including networks.

Article 14 – Termination

The SUPPLIER shall have the right to terminate the Contract automatically, by registered letter with acknowledgment of receipt, in the event of total or partial non-performance of its obligations by the Buyer, including, in particular, the obligation to pay, the obligation of confidentiality, the respect of the SUPPLIER’s intellectual property rights, and, more generally, the faithful performance of the Contract, thirty (30) days after a formal notice sent by registered letter with acknowledgment of receipt has remained ineffective and contains a declaration by the SUPPLIER of its intention to invoke the benefit of this clause, without prejudice to the right to claim compensation for any direct or indirect damages resulting from such termination.

In the event that, due to the nature of the unfulfilled obligation, it is impossible for the defaulting party to remedy the situation, the Contract may be terminated automatically by either party without notice, and the Contract shall terminate upon receipt of the letter notifying the termination. The SUPPLIER shall not owe any compensation to the Client.

Article 15 – Obligations of the Buyer

Since the SUPPLIER provides visibility for the Buyer to all end customers and undertakes to present the Buyer on its website, the Buyer acknowledges that the continuity of the partnership between the parties depends, in particular, on the Buyer’s diligence in its communications and relations with end customers. Accordingly, the Buyer agrees to (i) respond to any request made by the end customer as promptly as possible, (ii) provide services that comply with the quality of the Products and the SUPPLIER’s brand image, and (iii) respect the contractual deadlines agreed with the end customer.

The Buyer contracts solely with the end customer and therefore assumes full responsibility for the products and services it sells to the end customer. The Buyer shall indemnify the SUPPLIER against any harmful consequences that the SUPPLIER may suffer due to a breach of any obligations the Buyer has undertaken towards third parties. Furthermore, the SUPPLIER’s liability shall never be invoked in the event of non-payment or partial payment of products and/or services by an end customer who contacted the Buyer via the SUPPLIER’s website.

Article 16 – Personal Data

In the context of performing the Contract, each Party, acting as a data controller, may process personal data, including, in particular, (i) data of the other Party’s employees (executives, staff, interns, temporary workers, and others) for purposes such as order management, delivery, invoicing, and commercial relations between the Parties; and (ii) data of consumers, notably for customer management operations, after-sales service, or product recalls. Likewise, with the prior consent of said consumers, the SUPPLIER may share their personal data with the Buyer so that the Buyer can contact them and provide appropriate advice regarding the Products. Given the nature of the processing that may be implemented and the autonomy of each Party in such processing, each Party shall be considered the data controller for the processing it carries out in this context.

Regardless of the context in which they process personal data, the Parties undertake to comply with the obligations incumbent upon them as data controllers and, more generally, to comply with the applicable personal data protection regulations.

Each Party undertakes to fulfill the information obligations incumbent upon it and to ensure the rights of the data subjects are respected. Each data subject has the right to request access to their personal data, request rectification or erasure, request restriction or objection to processing, request data portability, lodge a complaint with the CNIL, or provide post-mortem instructions by contacting the dedicated department of the Party processing the data at the following address: contactrgpd@nextpool.com
.

Each Party, acting as the data controller for the processing it implements, acknowledges that it is fully responsible for compliance with personal data protection regulations and guarantees the other Party against any harmful consequences arising from its failure to comply with the obligations incumbent upon it under this Contract.

Article 17 – General Provisions

If any provision of this Contract is held to be invalid, such invalidity shall not affect the validity of the remaining provisions of these General Terms and Conditions, which shall remain in force between the Parties.

The fact that the SUPPLIER does not at any given time invoke any provision of these General Terms and Conditions shall in no way be construed as a waiver of the right to invoke it later, including, in particular, the right to claim late payment.

In the event of a dispute, the Parties agree that any electronic document shall be considered as an original document with full evidentiary value and waive any objection to this means of proof, except to challenge its authenticity.

Article 18 – Governing Law – Jurisdiction

These General Terms and Conditions, as well as all dealings with the Buyer, shall be governed exclusively by French law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. In the event of any dispute or disagreement relating to the formation or performance of the Contract, the Commercial Court of the SUPPLIER’s registered office shall have exclusive jurisdiction, notwithstanding any contrary provision in the Buyer’s general terms and conditions of purchase or any of its commercial documents.

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