Reseller Policy

1. Appointment

Retailer is granted a non-exclusive, non-transferable right to purchase Products from Clarus Pool & Spa for resale to consumers in accordance with these Terms. "Products" refer exclusively to Clarus Pool & Spa products available for wholesale purchase from Clarus Pool & Spa. Retailer is not authorized to resell any other products manufactured or sold by Clarus Pool & Spa. Retailer operates as an independent contractor and is not an agent, employee, franchisee, or partner of Clarus Pool & Spa. Retailer and its personnel are not entitled to any benefits that Clarus Pool & Spa provides to its employees.

2. Terms of Sale

(a) Purchase Orders and Products: Orders for Products (“Purchase Orders”) shall be handled pursuant to Clarus Pool & Spa’s current order processing procedures, which may be amended at any time. Clarus Pool & Spa reserves the right to reject any Purchase Order, in whole or in part, for any reason. Clarus Pool & Spa may, at its discretion, discontinue the sale of or limit the production of any Product, terminate or limit deliveries, alter the design or composition of any Product, and add or remove Products from its offerings.

(b) Product Shipment: Title to the Products passes from Clarus Pool & Spa to Retailer upon shipment from Clarus Pool & Spa’s facility. Loss or damage occurring during shipping is the responsibility of the Retailer.

(c) Payment Terms: Retailer shall pay for the Products and shipping in advance upon placement of the Purchase Order. Payment may be made via bank wire, ACH transfer, or using a valid credit card, debit card, or other payment methods offered through Clarus Pool & Spa’s designated platform. Payment errors, including failed charges or chargebacks, may result in termination of Reseller's status as determined by Clarus Pool & Spa.

(d) Product Returns:

• (i) Retailer may contact Clarus Pool & Spa to request a return if not satisfied with a purchase. Returns are accepted up to thirty (30) days from the date Clarus Pool & Spa received Retailer’s Purchase Order. All returns are subject to a restocking fee of up to fifteen percent (15%) of the product’s unit price, unless otherwise agreed upon in writing by Clarus Pool & Spa. Products must be new, unused, and returned in their original, unopened packaging to qualify. Retailer is responsible for shipping the Product to Clarus Pool & Spa’s warehouse. Once the returned Products are received and verified to be in resalable condition, a refund will be issued in the original form of payment. Please allow up to thirty (30) days for processing. Shipping charges will not be refunded.
• (ii) If Retailer receives damaged or defective Products upon shipment, Clarus Pool & Spa requires submission of photographs showing the damage. Such details must be submitted within three (3) business days of documented delivery. Upon confirmation, Clarus Pool & Spa will refund Retailer in the original form of payment, which may take 7–12 business days to process. Retailer shall not return the damaged Products but shall instead destroy them and submit proof of destruction. Retailer shall not offer damaged Products for sale.

3. Manner of Sale

(a) Authorized Customers: Retailer shall sell Products solely to end users and not in quantities greater than typically purchased for personal use. Retailer shall not sell or transfer Products to any person or entity for resale without prior written consent from Clarus Pool & Spa. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers, or any other person Retailer knows or has reason to know intends to resell the Products. Drop-shipping or similar selling practices are prohibited.

(b) Geographic Location of Sales: Retailer shall not market, sell, ship, or invoice Products to customers outside of the United States or to anyone Retailer knows or has reason to know intends to ship the Products outside of the United States without prior written consent from Clarus Pool & Spa.

(c) Online Sales: Retailer shall not market or offer for sale the Products on or through any publicly accessible website, including third-party marketplaces such as Amazon, eBay, Walmart Marketplace, or others, without prior written consent from Clarus Pool & Spa.

(d) Sales Practices and Inventory: Retailer is responsible for all aspects of its operation, including compliance with laws and regulations. Retailer shall support Clarus Pool & Spa’s sales programs and use best efforts to advertise, promote, market, and sell the Products. Retailer shall not engage in deceptive, misleading, or unethical practices or make unauthorized warranties or representations concerning the Products. Retailer shall maintain adequate inventory to meet customer needs.

(e) Product and Packaging Alterations Prohibited: Retailer shall sell Products in their original packaging without alterations. Relabeling, repackaging, or bundling with other products is not permitted. Tampering with or altering any identifying information on Products or packaging is prohibited. Retailer shall not remove, translate, or modify any label or literature on or accompanying the Products or place unauthorized trademarks, logos, or designs on the Products.

(f) Customer Service: Retailer shall maintain a standard of high customer satisfaction by providing timely, accurate, and knowledgeable support throughout the customer journey. Retailer must respond promptly to customer inquiries and cooperate with Clarus Pool & Spa in any investigations or evaluations.

4. Product Care and Quality Controls

Retailer shall care for the Products as set forth herein.

(a) Product Storage and Handling: Retailer shall sell Products solely to end users and not in quantities greater than typically purchased for personal use. Retailer shall not sell or transfer Products to any person or entity for resale without prior written consent from Clarus Pool & Spa. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers, or any other person Retailer knows or has reason to know intends to resell the Products. Drop-shipping or similar selling practices are prohibited.

(b) Initial and Regular Product Inspections: Within three (3) days of receiving the Products, Retailer shall inspect the Products for damage, defect, broken seals, or other nonconformance such as mis-shipments or quantities outside of those which were on the purchase order (collectively, “Defects”). Retailer shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Retailer shall not sell any Products that are expired. If any Defects are identified, Retailer must not offer the Product for sale, and must promptly report the Defects to Clarus at support@claruspool.com.

(c) Recalls and Consumer Safety: Retailer shall cooperate with Clarus Pool & Spa in connection with any product recall, removal, or safety alert involving the Products. This includes promptly removing affected inventory from sale, notifying customers as required, and following Clarus Pool & Spa’s instructions for handling and disposing of recalled Products.

5. Warranty Disclaimer

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, ALL PRODUCTS ARE SOLD “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CLARUS POOL & SPA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. Intellectual Property

Retailer acknowledges and agrees that Clarus Pool & Spa owns all intellectual property rights in and to the Clarus Pool & Spa name, logos, trademarks, service marks, product designs, trade dress, copyrights, and other brand identifiers (“Clarus Pool & Spa IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Clarus Pool & Spa IP solely for the purpose of marketing and selling the Products as outlined in these Terms. Retailer’s use of Clarus Pool & Spa IP shall be in conformance with any guidelines specified by Clarus Pool & Spa, including those contained within the Clarus Pool & Spa Terms of Service, located at claruspool.com/pages/terms-conditions. This license will cease upon termination of Retailer’s status as an Authorized Retailer. Clarus reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Clarus Pool & Spa IP at any time, without limitation. All goodwill arising from Retailer’s use of the Clarus Pool & Spa IP shall inure solely to the benefit of Clarus Pool & Spa.

7. Termination

Clarus Pool & Spa may terminate your status as an Authorized Retailer at any time, for any reason, and without prior notice. Upon termination, Retailer must immediately:

• Cease purchasing or selling Clarus Pool & Spa Products;
• Stop holding itself out as an authorized or affiliated retailer;
• Remove all Clarus Pool & Spa IP from websites, marketing, packaging, and communications;
• Discontinue any use of Clarus Pool & Spa IP in physical or digital formats.

8. Indemnification

Retailer shall, and hereby does, indemnify, defend and hold Clarus Pool & Spa harmless from any claims or damages (inclusive of Clarus Pool & Spa's attorneys’ fees) made against Clarus Pool & Spa as a result of:

• Any negligence, misrepresentation, error or omission on the part of Retailer or its representatives,
• Any claims, warranties or representations made by Retailer or Retailer’s employees or agents which differ from those made by Clarus Pool & Spa on its products,
• Any claim by a customer relating to any support or services provided by Retailer or any contractor of Retailer relating to the Products,
• Any claim by an employee of Retailer for any cause of action, or
• Any breach of these Terms by Retailer.

9.  Limitation of Liability

CLARUS POOL & SPA SHALL NOT BE LIABLE TO RETAILER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. CLARUS POOL & SPA’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTHERWISE BY IT ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAYABLE BY RETAILER TO CLARUS POOL & SPA DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

10. Availability of Injunctive Relief

Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 3 (Manner of Sale), 4 (Product Care and Quality Controls), 6 (Intellectual Property), or 7 (Termination), it is agreed and understood that Clarus Pool & Spa will have no adequate remedy in money or other damages at law. Accordingly, Clarus Pool & Spa shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Clarus Pool & Spa to exercise any right(s) herein or to insist upon full compliance by Retailer with Retailer’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Clarus Pool & Spa’s right to fully enforce any or all provisions and parts thereof.

11. Audit Rights

Clarus Pool & Spa reserves the right to audit and/or inspect Retailer’s operations and records to verify compliance with these Terms, including, but not limited to, visiting physical locations or reviewing sales data and inventory records.

12.  Miscellaneous

(a) Modifications: Clarus Pool & Spa may amend these Terms at any time by providing written notice to Retailer. Continued purchases, promotion, or sale of the Products following notice constitutes acceptance of the revised Terms.

(b) Waiver: No waiver by Clarus Pool & Spa of any right or provision under these Terms shall be deemed a waiver of any other provision or of the same provision at another time.

(c) Retailer Contact Information: Retailer agrees to keep its contact information, including phone number, mailing address, and email, up to date with Clarus Pool & Spa.

(d) Force Majeure: Clarus Pool & Spa shall not be deemed to be in breach hereof or liable to Retailer in any manner on account of any delay in delivery or other performance caused in whole or in part by, or otherwise materially related to, the occurrence of any contingency beyond Clarus Pool & Spa’s control, including without limitation, fire, flood, terrorist threats or acts, riot or other civil unrest, war, invasion, hostilities, strikes or other labor disputes, local or global pandemic, embargoes or transportation delays, shortage of labor, inability to secure fuel, energy, materials, supplies or power at reasonable prices from regular sources or on account of shortages thereof, delays or failures of any of Clarus Pool & Spa’s suppliers to deliver, acts of God or of a public enemy, the effect of any existing or future laws, acts or regulation of any applicable federal, state or local government, or any other commercial impracticability.

(e) Severability: If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.

(f) Survival: The following provisions shall survive the termination of the Terms: Section 6 (Intellectual Property); Section 8 (Indemnification); Section 12(f) (Survival); Section 12(g) (Governing Law and Venue); Section 12(h) (Waiver of Jury Trial).

(g) Governing Law and Venue: The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts in San Bernardino County, California.

(h) Waiver of Jury Trial: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

14. Authorized International Resellers

The following terms apply to authorized international resellers approved via prior written agreement by Clarus Pool & Spa, and are in addition to the above policies.

• National and international regulations may restrict or prohibit the shipment or importation of certain products into your country, or may impose duties, tariffs or other charges on such shipments or imports. We are not responsible for determining whether products that you order may lawfully be imported into your country. Each Reseller is solely responsible for ensuring that its resale of Clarus Pool & Spa products complies with all applicable laws, rules, regulations and orders in any jurisdiction or territory in which the Reseller operates or resells the products. Reseller shall be solely responsible for complying with any and all import and export control laws and regulations of the United States and any other country or jurisdiction into which it has been permitted to distribute the Clarus Pool & Spa products.
• Reseller shall be responsible for all taxes of any nature which become due with regard to resale of Clarus Pool & Spa products, including, but not limited to, all sales, use, VAT, GST and other taxes, but excluding taxes on Clarus Pool & Spa’s income. In addition, Reseller shall pay all import and export duties, government permit fees, license fees, customs fees and similar fees levied as a result of the existence or operation of these Terms and any penalties, interest, collection costs and withholding costs associated with any of the foregoing. You must be aware that we have no control over any such additional costs, and cannot predict in advance whether there will be any and, if so, how much they will be. We recommend that you contact your local customs office to thoroughly inquire about import regulations and applicable duties, tariffs or other charges, and to obtain all necessary import permits, licenses or authorizations, before you place your order.
• Due to customs and export or import restrictions some Clarus Pool & Spa products may not be allowed for importation into certain countries, and some countries prohibit the sale of products containing certain ingredients. As a result, we may not be able to fulfill an order for such products if you live in one of those countries. However, you remain solely responsible for determining if products that you order can be lawfully imported into and sold in your country.
• Resellers are responsible for the products once their order has shipped including products that may be rejected, confiscated or destroyed by customs officials. We do not accept returns due to problems relating to not following customs regulations or any export rule, law, regulation or order. We will not provide any refunds for any orders that are seized by customs officials, refused or held for delivery, abandoned by the intended recipient, that cannot be delivered due to an address error, or that contain products that cannot be sold in your country.
• Clarus Pool & Spa reserves the right to approve all online marketing and sales materials, including websites, blogs, and online stores pertaining to the Clarus Pool & Spa products prior to publication.