TERMS & CONDITIONS

  1. Interpretation
    1. Headings are for clarity only and do not affect the interpretation of these Terms and Conditions of Sale.
    2. References to one party include references to all employees, contractors, or agents of that party, to the extent lawful, unless the context otherwise indicates.
    3. The word “Customer” means:
      (a) the person or company receiving the goods; or
      (b) the person or company receiving a tax invoice for the goods.
    4. The word “goods” means fiber composite pools and all other products and services that Explore Industries Europe Limited (‘EIE’) provides to the customer. The goods supplied will be listed on a tax invoice under the headings “Pool Details” and/or “Equipment Details” and/or “Transportation Costs.”
    5. Explore Industries Europe Limited is the supplier of the goods to the customer.
    6. The word “Place of Delivery” means the place or location to which the customer instructs EIE, either verbally or in writing, to deliver the goods.
    7. The words “Terms and Conditions of Sale” mean the terms and conditions set out in this document.
      1. These Terms and Conditions of Sale are governed by the laws and courts of Malta.
  2. General
    1. Any order placed by the customer shall be deemed to be an order containing these terms and conditions, notwithstanding any inconsistencies that may appear in the customer’s order or acceptance, unless EIE has expressly agreed to them in writing.
    2. The customer irrevocably agrees to the terms and conditions of sale that apply to every order placed with EIE and to the delivery of all goods to the customer, unless EIE has agreed otherwise in writing prior to delivery of the goods.
  3. Price
    1. Unless otherwise agreed in writing by EIE, the price of the goods shall be EIE’s current price at the time of delivery of the goods to the customer.
    2. Unless otherwise agreed in writing by EIE, the price of the goods does not include GST or any other taxes or government levies.
  4. Terms of payment
    1. Unless otherwise agreed in writing between the customer and EIE, the customer is obliged to pay for the goods with freely available funds into the bank account specified by EIE before the goods leave EIE’s business premises or one of the storage locations specified by EIE.
    2. If the payment method specified on the tax invoice indicates the terms as Stock Pools terms, payment for the goods shall be made immediately after the goods have been sold by the customer to a third party.
  5. Transport of goods
    1. Unless otherwise agreed by EIE, goods are sold ex EIE’s warehouse. If EIE agrees to arrange transportation of the goods to the customer, the associated costs and expenses shall be borne by the customer and at the customer’s risk. If the customer arranges transportation of the goods, the associated costs and expenses shall be borne by the customer and at the customer’s risk.
    2. If a delivery date is specified, EIE will endeavor to deliver the goods within the specified time, but shall under no circumstances be liable for any loss, damage, indirect or direct loss, or consequential loss or damage of any kind caused directly or indirectly by any delay or non-delivery. If delivery does not take place on the agreed date or at the agreed time, the customer shall not be entitled to terminate the contract.
    3. It is the customer’s responsibility to have someone present at the place of delivery to receive the goods and unload them at the customer’s expense. EIE accepts no responsibility for damage, loss, or theft of the goods once they have been delivered to the delivery location.
    4. If the customer arranges for the transport of the goods, EIE is not liable for damage to the goods caused by the transport company.
  6. Customer’s obligations
    1. The customer must inspect the goods immediately upon delivery to ensure that the goods correspond to the relevant order and are free from defects. If the customer believes that the goods are defective, they must notify EIE immediately in writing and provide EIE with details of the defect. The customer agrees that they must notify EIE in writing of any defects either before using the goods or within three days of delivery, whichever occurs first. If the customer fails to notify EIE, they waive all rights to assert claims for defects.
  7. Assurances
    1. To avoid disputes about the terms and conditions of sale, the customer agrees that if they rely on verbal representations made by EIE to the customer, they will promptly notify EIE in writing of such representations and allow EIE sufficient time to confirm or reject such representations as part of the terms and conditions of sale between the customer and EIE. The customer agrees that verbal assurances, unless confirmed in writing by EIE, are not part of any contract between EIE and the customer.
  8. Ownership of goods and risk
    1. The goods delivered by EIE to the customer are transferred to the customer’s risk upon delivery (regardless of whether they are delivered on stock pool terms or not).
    2. The customer and EIE irrevocably agree and acknowledge that until all amounts owed by the customer to EIE under this or any other contract have been paid in full:
      1. Ownership of the goods does not pass to the customer;
      2. Legal title to the goods remains with EIE;
      3. The customer holds the goods as bailee for EIE, the bailee, and that a fiduciary relationship exists between the customer and EIE;
      4. EIE, including its employees, agents, and contractors, shall have the right to enter and remain on the Customer’s premises (or any premises under the control or possession of the Customer or any affiliate or agent of the Customer where the Goods are located as agent for the Customer) without being liable for trespass or nuisance or any resulting damages, and to repossess the goods and/or await payment;
      5. EIE shall have the right to retain, resell, or reuse any goods repossessed pursuant to this paragraph;
      6. EIE has the right to access all of the customer’s records, including computer records and all other information evidencing a purchase agreement or dealings with the goods;
      7. If the goods are sold or used or installed, the customer shall hold such payment or partial payment as the beneficial property of EIE and shall pay such amount to EIE upon demand; and
      8. If the customer goes into liquidation or a receiver or receiver and manager is appointed for the customer’s business or assets, or if the customer (as an individual or member of a partnership) becomes insolvent or files for bankruptcy or appoints a trustee or applies for relief under any law for insolvent or bankrupt debtors, the obligations imposed in paragraph 8 shall apply to the liquidator, receiver or receiver and manager or trustee (whichever is appointed).
  9. Cancellation or change
    1. If a customer places an order for the goods and wishes to cancel or change the order, the customer shall be liable for the following costs and fees:
      1. If the goods include a fiberglass swimming pool or spa and the fiberglass swimming pool or spa has not yet been manufactured, no costs; or
      2. if the goods include a fiberglass swimming pool or spa and the fiberglass swimming pool or spa has been manufactured and/or delivered, the costs of any delivery, redelivery, yard fee, or restocking fee, plus the costs of any discount that may need to be granted on the purchase price of the pool or spa in order for it to be resold; or
      3. if the goods include a fiberglass swimming pool or spa and the fiberglass swimming pool or spa has been manufactured and/or delivered and no request to cancel the order has been made, but the goods have not been collected by the customer for a period of 6 months after the requested delivery to a yard, the full payment of the price of the goods; or
      4. if the goods include other products or services; these products or services cannot reasonably and easily be sold to another customer.
    2. If EIE suffers a loss or incurs any costs or expenses out of its own pocket in connection with the cancellation or modification of an order by a customer, these costs must be reimbursed to EIE by the customer. In such circumstances, EIE will issue the customer with a tax invoice detailing the costs payable to EIE and the period within which those costs are payable.
  10. Warranties
    1. Any warranty or condition implied by law (or other liability imposed on EIE) is excluded from this agreement, but if it cannot be excluded, EIE’s liability is limited to the following:
      1. Repair or, at EIE’s expense, replacement of the goods at no cost to the customer; or
      2. Payment of a sum of money to the customer up to the value of the goods (whichever EIE chooses).
    2. The customer agrees that under no circumstances shall EIE be liable to pay any amount greater than that specified in this paragraph. The customer agrees that the price charged by EIE partially reflects this limitation of liability, and the customer agrees to indemnify and hold EIE harmless from any costs or losses incurred by the customer, including costs for delays, lost profits, direct and indirect losses, and consequential damages.
  11. Severability
    1. The rights of EIE set forth herein are in addition to and do not limit the statutory and equitable rights of EIE.
    2. The invalidity, unenforceability against any person, or illegality for any reason of any part of these Terms and Conditions of Sale shall not affect or prejudice the validity, enforceability, or legality of the remainder. Such invalid, unenforceable, or illegal part shall be severed from the remainder of these Terms and Conditions of Sale, and the remainder shall remain in full force and effect.
  12. Intellectual Property
    1. The Customer acknowledges that EIE is the owner, assignee, or licensee of various intellectual property rights in Europe and worldwide, including but not limited to swimming pool designs, trade names, designs, insignia, and confidential information relating to the Goods.
    2. The customer expressly acknowledges and agrees that they do not have or acquire any rights to such intellectual property.
    3. The customer agrees and undertakes that neither they nor any representative, contractor, subsidiary, or agent will copy, duplicate, adapt, modify, deface, remove, obscure, or mutilate EIE’s intellectual property in any way.