Acceptance of Terms and Conditions

These Terms & Conditions of Sale, Credit, and Programs ( “Terms and Conditions”) along with the Terms of Use govern all transactions, sales of goods, extensions of credit, deliveries, returns, rebates, incentive programs, loyalty or service programs (including, without limitation, Heritage Pro Service), and use of Heritage-operated digital platforms between Heritage Pool Supply Group, Inc., its subsidiaries, affiliates, divisions, and d/b/a entities (collectively, “Seller” or “Heritage”) and the purchasing dealer, contractor, business entity, or anyone else accessing and using the Heritage sites (“Buyer”). Heritage may update these Terms and Conditions from time to time.

By using any Heritage site, submitting a purchase order, accepting delivery of goods, applying for or using credit, participating in any Heritage program, or accessing Heritage digital platforms for ordering or account management, Buyer agrees to be bound by these Terms and Conditions.

ENTIRE AGREEMENT; ORDER OF PRECEDENCE

These Terms and Conditions constitute the complete and exclusive agreement between Seller and Buyer and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral. These Terms and Conditions shall control and prevail over any inconsistent or additional terms contained in Buyer’s purchase orders, acknowledgments, invoices, or other documents. Shipment of goods or acceptance of any order does not constitute acceptance of Buyer’s terms. No modification is binding unless in writing and signed by an authorized officer of Seller.

CREDIT; PAYMENT; FINANCIAL CONDITION

Seller may, in its sole discretion, extend, deny, suspend, limit, or revoke credit at any time and may require prepayment or alternative payment terms. Buyer represents that it is solvent and agrees to immediately notify Seller in writing of any insolvency, bankruptcy filing, receivership, assignment for the benefit of creditors, or material adverse change in financial condition.

Buyer shall notify Seller within five (5) days of any change in Buyer’s legal name, ownership, organizational structure, address, or tax identification number.

SECURITY INTEREST; FINANCING STATEMENTS

To secure payment and performance of all present and future obligations, Buyer grants Seller a continuing, first-priority security interest in all inventory, goods, equipment, accounts, accounts receivable, deposit accounts, general intangibles, and all proceeds thereof. Buyer authorizes Seller to file UCC financing statements and amendments. These Terms and Conditions constitute a security agreement under the Uniform Commercial Code.

PRICING; TAXES; PAYMENT METHODS

Prices are subject to change without notice unless otherwise agreed in writing. Prices exclude all sales, use, excise, or similar taxes, which Buyer shall pay or reimburse. Buyer agrees to cooperate with Seller in connection with any tax, regulatory, or compliance audits relating to Buyer’s purchases or resale of goods. Seller may designate acceptable payment methods and refuse any payment method in its discretion.

A. REFUNDS; CREDITS ONLY

All approved returns, adjustments, rebates, or other credits shall be issued as account credit only, unless Seller expressly agrees otherwise in writing. No cash refunds shall be provided. Seller may apply credits against any outstanding or future amounts owed by Buyer.

ORDERS; ACCEPTANCE; CANCELLATION; MINIMUM ORDERS

All orders are subject to Seller’s acceptance and product availability. Seller may accept, reject, limit, or cancel orders at any time. Seller may establish minimum order quantities or dollar thresholds and impose small-order, handling, freight, or administrative charges, which may change from time to time. Special-order, custom, or non-stock items are non-cancellable and non-returnable and may be subject to restocking or cancellation charges.

The Heritage sites may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, Buyer grants Heritage the right to provide the information to these third parties subject to our Privacy Policy.

DELIVERY; TITLE; RISK OF LOSS; FORCE MAJEURE

Unless otherwise stated in writing, shipments are F.O.B. Seller’s shipping point. Title and risk of loss pass to Buyer upon delivery to carrier or, for Seller deliveries, upon delivery to the designated location. Buyer authorizes unattended delivery and assumes responsibility for loss, theft, or damage after delivery.

Seller is not liable for delays or failures caused by events beyond its reasonable control, including acts of God, labor disputes, governmental actions, transportation failures, or supplier shortages.

INSPECTION; CLAIMS; RETURNS

Buyer must inspect goods immediately upon receipt. Claims for shortages, damage, or errors must be submitted in writing within five (5) days of receipt. No returns are accepted without Seller’s prior written authorization. Approved returns may be subject to restocking, handling, and freight charges.

Seller may suspend processing of returns or issuance of credits during any dispute, audit, or investigation involving Buyer.

REBATES; INCENTIVES; PROGRAMS; SET-OFF

Participation in any rebate, incentive, loyalty, or service program is governed by these Terms and Conditions and applicable program terms and conditions or rules. Seller may modify or terminate programs at its discretion. Seller may set off any rebates, incentives, or credits against amounts owed by Buyer. No rebates or incentives are payable while Buyer is in default.

DEFAULT; COLLECTIONS; REMEDIES

Buyer is in default upon failure to pay when due or breach of these Terms. Seller may suspend deliveries, terminate credit, and exercise all UCC remedies. Buyer agrees to pay all collection costs, including collection agency fees, court costs, and reasonable attorneys’ fees incurred pre-suit, at trial, on appeal, and in enforcement.

WARRANTIES; DISCLAIMER; LIMITATION OF REMEDIES

Goods are warranted solely by the original manufacturer, and Buyer must review the manufacturer’s official website for applicable product descriptions and warranty information. ALL MERCHANDISE AND/OR PRODUCTS ARE PROVIDED “AS-IS” WIHTOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Seller’s liability is limited, at Seller’s option, to repair, replacement, or credit of the purchase price. Seller shall not be liable for incidental, consequential, special, or punitive damages.

Buyer acknowledges and agrees that under no circumstances will Heritage be liable for any damages arising out of the failure of any manufacturer to fulfill its obligations to Buyer under any warranty, repair, or customer support.

SAFETY INFORMATION

Buyer agrees to provide all manufacturer safety information to downstream purchasers and comply with applicable installation and safety requirements.

TERMINATION

Heritage may terminate or suspend your account and bar access to the Heritage sites immediately, without prior notice or liability, under its sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms and Conditions or the Terms of Use. If Buyer wishes to terminate its account, Buyer may simply discontinue using the Heritage sites.

INDEMNIFICATION

Buyer agrees to defend, indemnify and hold harmless Heritage and its licensee and licensors, and its employees, contractors, agents, officers and directors, and affiliates from and against any and all claims, suits, judgments, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees and costs), resulting from or arising out of a) Buyer’s use and access of the Heritage sites or any person using Buyer’s account and password, or b) a breach of these Terms and Conditions.

LIMITATION OF LIABILITY

In no event shall Heritage, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) Buyer’s access to or use of or inability to access or use the Heritage sites; (ii) any conduct or content of any third party on the Site; (iii) any content obtained from the Heritage sites; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

For any claim by Buyer against Seller related to goods purchased from Seller, Buyer’s sole remedy is, at Seller’s sole election, (a) replacement of non-conforming or damaged goods or (b) a refund of amounts paid for the goods giving rise to the claim. In no event shall Heritage its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from good purchased through the Heritage sites.

DIGITAL PLATFORMS; ELECTRONIC ACCEPTANCE

Buyer is responsible for all activity under its accounts. Acceptance of these Terms may occur electronically, including click-through acceptance, online enrollment, continued platform use, or continued ordering, and shall have the same legal effect as a written signature.

CONFIDENTIALITY; NO THIRD-PARTY BENEFICIARIES

Pricing, rebate structures, credit terms, and program details are confidential and may not be disclosed except as required by law. These Terms benefit only Seller and Buyer; no third party has rights hereunder.

Binding Arbitration/Class Action Waiver

Any controversy or claim arising out of or relating to the Heritage sites or goods purchased via the Heritage sites shall be settled by binding arbitration with a final hearing in Denton or Collin County, or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial or consumer disputes, as applicable, set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply Texas law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Heritage shall be entitled to arbitrate their dispute.

THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.  DO NOT PROVIDE CONTENT IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.

GOVERNING LAW; SEVERABILITY; WAIVER

All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms of Sale or the rights and obligations of You shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to its conflicts of law principles. You consent to the jurisdiction and venue of the state and federal courts located in the Denton or Collin Counties, Texas.

CONTACT US

If you have any questions about these Terms and Conditions, please contact us at customersupport@heritagepoolplus.com.

Heritage Pro Service

Terms & Conditions (Addendum to Heritage Dealer Terms & Conditions)

FOR LEGAL REVIEW | PROGRAM ADDENDUM

These Heritage Pro Service™ Program Terms & Conditions (this “Program Addendum”) supplement and form part of the Heritage Pool Supply Group, Inc. Comprehensive Dealer Terms & Conditions of Sale, Credit, and Programs (the “Master Terms”). Capitalized terms not defined herein have the meanings set forth in the Master Terms.

In the event of a conflict between this Program Addendum and the Master Terms, this Program Addendum shall govern solely with respect to Heritage Pro Service program participation. All other matters remain governed by the Master Terms.

PROGRAM PURPOSE AND NATURE

Heritage Pro Service™ is an optional dealer incentive and service-support program designed for qualifying service professionals. The Program provides access to rebates, tiered benefits, tools, education, and promotional support. Participation is voluntary, revocable, and subject to ongoing compliance with these Program Terms and the Master Terms.

The Program is not a franchise, agency, partnership, joint venture, or employment relationship. Participant remains an independent business at all times.

ELIGIBILITY AND ENROLLMENT

Participation is limited to approved service-oriented businesses that:

• Maintain an active Heritage account in good standing
• Register and opt-in through Heritage-designated digital platforms
• Agree to and comply with this Program Addendum and the Master Terms
• Meet minimum purchase, compliance, and program requirements as communicated by Heritage

Heritage reserves the right, in its sole discretion, to approve, deny, suspend, or revoke Program participation at any time.

PROGRAM TIERS; BENEFITS; MODIFICATIONS

Heritage Pro Service includes tiered participation levels (e.g., Service Pro, Elite, Legacy), each with associated eligibility thresholds and benefits. Tier qualifications, benefits, rebate percentages, and requirements are established, interpreted, and modified solely by Heritage.

Heritage may add, modify, suspend, or discontinue:

• Program tiers or benefits
• Purchase thresholds
• Rebate structures
• Payment methods or timing

No vested rights are created by Program participation.

QUALIFYING PURCHASES

Only qualifying products and transactions designated by Heritage are eligible for Program benefits. Unless expressly approved in writing:

• Purchases must be for resale or installation to an end consumer
• Pass-through, internal trade, or inter-company transfers do not qualify
• Returned, canceled, credited, or disputed purchases do not qualify

Heritage may exclude certain product categories, brands, or promotional SKUs from eligibility at its discretion.

REBATES; INCENTIVES; EARNING AND PAYMENT

Rebates and incentives:

• Accrue only after Program enrollment and acceptance
• Are calculated based on Heritage’s internal sales records and/or distributor reporting
• Are subject to reconciliation, verification, and audit

Rebates may be issued via:

• Account credit
• Digital wallet
• Prepaid or virtual payment card
• Other methods designated by Heritage

No rebates are earned or payable while Participant is in default under the Master Terms or this Program Addendum.

REPORTING; RECORDKEEPING; AUDIT RIGHTS

Participant is responsible for ensuring accurate purchase reporting, including distributor submission where applicable. Heritage is not responsible for distributor reporting delays or failures.

Heritage reserves the right to:

• Audit purchase activity and Program compliance
• Request invoices, proof of installation, serial numbers, or other documentation
• Adjust, withhold, reverse, or revoke Program benefits based on audit findings

Failure to provide requested documentation constitutes a Program violation.

FRAUD; MISUSE; DISQUALIFICATION

Any fraudulent, misleading, or abusive activity—including false claims, manipulation of purchases, or misrepresentation of eligibility—may result in:

• Immediate Program disqualification
• Forfeiture of accrued but unpaid rebates
• Permanent ineligibility for future programs
• Legal action to recover damages

Heritage’s determination of fraud or misuse shall be final.

MARKETING, BRAND, AND REPRESENTATIONS

Participant may not:

• Represent itself as an agent, partner, or authorized representative of Heritage
• Issue warranties, guarantees, or commitments on behalf of Heritage
• Use Heritage trademarks, logos, or Program branding except as expressly permitted

All goodwill associated with Heritage trademarks remains the exclusive property of Heritage.

INSURANCE REQUIREMENTS

Participant agrees to maintain, at its own expense, commercially reasonable general liability insurance appropriate for its business operations. Upon request, Participant shall provide proof of coverage. Failure to maintain insurance may result in Program suspension or termination.

TERM; TERMINATION; AUTOMATIC TERMINATION

Participation commences upon Heritage’s acceptance and continues on a calendar-year basis unless earlier terminated.

Heritage may terminate Program participation:

• At any time, with or without cause
• Immediately upon insolvency, bankruptcy, or material breach
• For reputational harm, policy violations, or non-compliance

Upon termination:

• Unpaid or unvested rebates may be forfeited
• Program access and branding rights cease immediately

CHANGE IN CONTROL; NON-TRANSFERABILITY

Program participation and benefits are non-transferable. Any sale, assignment, or change in control of Participant’s business may result in immediate termination and forfeiture of accrued benefits.

RELEASE; LIMITATION OF LIABILITY

To the fullest extent permitted by law, Participant releases Heritage from any claims relating to Program participation. Heritage shall not be liable for indirect, incidental, consequential, or punitive damages arising from the Program. Program benefits are provided “as-is” with no guarantees.

INDEMNIFICATION

Participant shall indemnify, defend, and hold harmless Heritage and its affiliates from all claims, damages, losses, and expenses arising from:

• Participant’s business operations
• Installation or service work
• Misuse of Program benefits
• Breach of this Program Addendum or the Master Terms

These obligations survive termination.

GOVERNING LAW

This Program Addendum is governed by the same governing law and venue provisions set forth in the Master Terms.

ENTIRE PROGRAM TERMS

This Program Addendum, together with the Master Terms and any written Program rules issued by Heritage, constitutes the entire agreement regarding Heritage Pro Service™ participation. Heritage may modify this Program Addendum at any time, and continued participation constitutes acceptance of such modifications.