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MANTELMOUNT WEBSITE AUTHORIZED DEALER AGREEMENT

This MantelMount Website Authorized Dealer Agreement (hereinafter the “Agreement”) is by your company as identified by you on your MantelMount Dealer Application (hereinafter the “Dealer”) and Manehu Product Alliance LLC, a Limited Liability Company existing under the laws of the State of California with its principal offices at 5933 Sea Lion Pl. #100, Carlsbad, CA, 92010, (hereinafter the “Company”).

By this Agreement, the Company appoints Dealer as a reseller for Company products made available through the MantelMount dealer website (hereinafter the “MantelMount Dealer Website”).  This is a non-exclusive assignment without a defined territory.

Please read this Agreement carefully.  By using the MantelMount Dealer Website and paying for Company products therein, you are indicating your acceptance to be bound by this Agreement.

ESSENCE OF AGREEMENT

The relationship of the Dealer to the Company will be that of an independent contractor engaged in purchasing products on the MantelMount Dealer Website for resale to Dealer’s customers.  Dealer and its employees are not agents or legal representatives of the Company for any purpose and have no authority to act for, bind or commit the Company.  Dealer and Company agree that this Agreement does not establish a franchise, joint venture or partnership.  Any commitment made by Dealer to its customers with respect to quantities, delivery, modifications, suitability of the Product, or suitability in specific applications will be Dealer’s sole responsibility unless prior written approval is obtained from Company to make such commitment.

Dealer has no authority to modify the warranty contained in the section of this Agreement labeled “WARRANTY” or to make any other commitment on behalf of the Company except as set forth herein.  Dealer will indemnify Company from liability for any such modified warranty or other commitment by Dealer.

DEALER APPOINTMENT

Company, based on Dealer’s representations and warranties, appoints Dealer’s physical place of business location(s), including any wholly owned and controlled retail location, as well as any wholly owned, controlled and branded Dealer website (hereinafter collectively the “Dealer Approved Retail Locations”) as its nonexclusive authorized retailer to resell the MantelMount product or products available to Dealer for purchase on the MantelMount Dealer Website (hereinafter the “Products”). Dealer accepts such appointment and agrees to purchase Products from MantelMount Dealer Website and to use its best efforts to promote the resale of the Products directly to its customers.

Dealer’s appointment hereunder shall not entitle Dealer to purchase or sell any Products from Company other than what is available to Dealer on the MantelMount Dealer Website as defined herein. Dealer agrees and accepts that Company may from time to time in its sole discretion modify the products available for purchase through the MantelMount Dealer Website, without prior notice to Dealer. 

As soon as practicable after receipt of any notice from Company modifying the Company Products List, and in any event within no more than thirty (30) days thereafter, Dealer shall modify any Dealer owned website promoting MantelMount to reflect any such modifications. 

DEALER LOCATION(S)

Dealer shall solely advertise, promote and resell the Products directly to end using customers and solely from Dealer Approved Retail Locations. For avoidance of doubt, Dealer may not sell the Products or otherwise cause the Products to be sold, either directly or indirectly, on 3rd party websites or marketplaces (such as Amazon, Ebay) or other online marketplaces.  Additionally Dealer shall not advertise, promote and resell the Products to purchasers who resell to other buyers or resellers.

Nothing in this Agreement shall prohibit Company from adding additional dealers or selling directly or by any other means to accounts that may compete with one or more of Dealer’s Authorized Locations. 

PERFORMANCE AND SERVICE

Dealer shall: (a) cause all salespersons that it employs in selling Company Products to the public to maintain current knowledge of the Products; (b) present such Products to all prospective buyers and to customers who have already purchased Company’s Products; (c) maintain attractive, suitable and businesslike retail location(s) in good condition and repair from which to conduct its business; (d) assist any Company Product owners in obtaining repairs and service under any published Company Product Warranty that may be in effect from time to time; and (e) adhere to all of Company’s Dealer policies. 

PRICES AND OTHER TERMS AND CONDITIONS OF SALE
  1. The Product prices contained in MantelMount Dealer Website (hereinafter the “Website Pricing”) and other terms and conditions of sale shall be considered integral parts of this Agreement. Company shall have the right to reduce or increase Website Pricing at any time. Any new Website Pricing shall be applicable to all orders shipped by Company after the effective date of same.
  2. Dealer acknowledges that Website Pricing and all materials related to Product pricing, sales programs and dealer marketing programs are copyrighted information that are to be maintained in confidence and not copied, retransmitted or disclosed by Dealer, its employees or agents to any third party.
  3. The Website Pricing are exclusive of taxes. Dealer shall be responsible for payment of all taxes resulting from its purchase, resale or other dealings with the Products.
  4. Although Company may, from time to time, provide Dealer with suggested resale prices and Unilateral Minimum Advertised Prices (“UMAPs”) or promotional pricing programs, it is the Dealer’s sole responsibility to establish its own resale prices and terms.
  5. Except as otherwise expressly agreed by Company in writing, all transactions between Company and Dealer relating in any manner to this Agreement or the Products shall be governed entirely by the terms and conditions set forth in this Agreement, or otherwise outlined elsewhere in the MantelMount Dealer Website, in Exhibit A attached hereto, on Company invoices and order acknowledgements, and in any Security Agreements as may be executed by the parties. In the event of a conflict between this Agreement and any of the above-referenced documents, the terms of this Agreement shall control.
  6. Company shall have the right at any time, and from time to time, to modify or cease making available any or all of the Products without advance notice to Dealer and without incurring any liability or duty to repurchase or modify Products from Dealer.
  7. All Dealers who wish to qualify for payment terms must submit a completed Company credit application to be reviewed and approved by the Company credit department in its sole discretion. Pending approval of the credit department, payment shall be due Company for all purchases by Dealer within thirty (30) days of the date of the invoice issued by Company.
  8. Notwithstanding any other terms or provisions of this Agreement, should Dealer default in payment of the purchase price when due, or fail to comply with any provisions of this Agreement, Company may cancel the sale of such Products or enforce the terms of such sale, and may remove or repossess such inventory on ten (10) Days prior written notice and take such other action as it may deem necessary to protect its interest, it being understood that the remedies contained in this section are cumulative and in addition to all other rights and remedies of the Company.
WARRANTY

Dealer understands and agrees that the only warranty which the Company extends for the Products is the Company’s then current warranty at the time of shipment.  If a Product is found to be defective within Company’s customer warranty, the Company, at its option, will repair or replace the Product free of charge.  The Company’s liability for claims of any kind is strictly limited to the purchase price of the Product.  Dealer may extend Company’s warranty to customers in connection with sales of the Products; provided, however, that such Products have not in any way been altered by or at the direction of Retailer or other party and provided further that such Products are installed and used in strict conformity with the Company’s installation instructions and specifications. 

Dealer agrees that it shall not in any way alter the Products (nor the parts or components thereof) without the prior written authorization of the Company, nor extend any warranty nor make any representations other than those contained in the Company’s then current warranty.  Any warranty given by Dealer with respect to the Products that have been altered without prior authorization, or any such additional warranty or representation shall be void and Dealer shall defend, indemnify and hold the Company harmless against any claim or cause of action whatsoever including costs and attorneys fees, arising our of, or occasioned by, the Dealer’s extension of said additional warranty. 

No Other Warranty is Expressed or Implied except as set forth above: Company specifically disclaims all implied warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.  The remedies provided in this Agreement, including the procedure for return of defective goods, are Dealer’s sole and exclusive remedies.  Company shall not be liable for any direct, indirect, special, incidental or consequential damages whether based on contract, tort or any other legal theory.

Dealer shall provide to Company any information regarding its customers which Company deems necessary to register any warranty, adjust any warranty claim, or issue or renew any license associated with any product sold to such customer by Dealer and which was acquired from Company.

RETURNS

MantelMount returns are subject to any Company Return Policy published within the MantelMount Dealer Website at the time of purchase and incorporated herein.  All returns require pre-approval and require a Return Authorization Number (hereinafter an "RA") issued by MantelMount.  RAs may be obtained by contacting Mantelmount directly via email at contact@mantelmount.com or via telephone at (800) 897-9755.

PRE-PAID FREIGHT POLICY

Effective 12.1.16, each order with a total dealer value of $800 or greater and shipping to the same destination will receive standard pre-paid shipping to locations within the Continental U.S. only. Standard shipping may be via UPS ground, USPS ground or FedEx ground service. Customers requiring expedited shipping will be invoiced for the full actual cost of the expedited freight service. Orders not meeting this minimum order value of $800 to a single location will be invoiced for the freight charges.

INDEMNIFICATION

Dealer will defend, indemnify and hold harmless Company, and its employees and agents, from all fines, suits, proceedings, claims, demands, debts, obligations, liabilities or actions of any kind by anyone (including reasonable attorneys’ fees and costs) arising from or connected with the activities or operation of Dealer, its employees or agents. Company will indemnify Dealer in product liability actions brought against Dealer involving solely the defective manufacture or design of Products and in claims by third parties that the Products or their names infringe on their patents, trademarks, or other intellectual property; however, Company will not indemnify Dealer against actions arising from unauthorized changes to the Products or Names or from any practices or representations by Dealer to any customer or to the trade which are false, misleading, incomplete, fraudulent, untrue or contrary to Company’ sales policies, standard contract terms or this Agreement.

PRODUCT SPECIFICATION CHANGE

Company reserves the right without prior approval from or notice to Dealer to make changes in the product. 

TERMINATION

This Agreement is for an initial term beginning on the date Company accepts it and ending on the first December 31st thereafter. This Agreement will renew on each January 1st thereafter for an additional one-calendar year term unless a party gives at least thirty (30) days notice of non-renewal. Either party may terminate this Agreement at any time by giving thirty (30) days notice of termination to the other. No termination will release Dealer from any of its obligations accrued prior to termination. In the event Dealer becomes bankrupt, insolvent, makes an assignment for the benefit of creditors or ceases normal business operations, this Agreement shall thereupon be deemed terminated immediately without notice.   

Company may, from time to time, give Dealer written notice of amendments to this Agreement, or publish amendments to the Agreement on the MantelMount Dealer Website.  Any such amendment will automatically become a part of this Agreement.  Each party acknowledges that the other has made no commitments regarding duration or renewal of this Agreement beyond those expressly stated in this Agreement.  Either party may terminate this Agreement with or without cause, at any time upon thirty day’s written notice.

Each party shall advise the other of any change in its ownership, control or operating arrangements.  Either party's failure to enforce any provisions of this Agreement will not be deemed a waiver of that provision or of the right to enforce it in the future. Upon termination or expiration of this Agreement, Dealer will immediately cease to be authorized to sell or install products of Company, and from using any Company trademarks or trade names.  The indemnities provided in this Agreement will survive termination or expiration of this Agreement.

REPURCHASE OF COMPANY PRODUCTS UPON TERMINATION OR NONRENEWAL

Upon termination or nonrenewal of this Agreement, Company shall have the option but not the obligation to repurchase any or all Products then in Dealer’s inventory at the same price as Dealer paid for the Products. Company may exercise this option within thirty (30) days of termination or nonrenewal by the mailing of notice thereof to Dealer.        

RIGHTS RESERVED TO COMPANY

Except to the extent that the specific provisions of this Agreement expressly provide otherwise, Company reserves to itself the unqualified right to manage its business in all respects including, but not limited to, the rights to modify, improve, alter, discontinue or develop new Products, labeling or packaging. Dealer’s orders may be filled from any of its facilities. In the event that Company is restricted in the production, sale or delivery of Products by capacity limitations, acts of governmental authority, strikes or any other cause, natural or otherwise, or terminates sales of the Products to Dealer, Company shall not be compelled to honor previously accepted Dealer orders. In all such cases, except for termination to Dealer, Company shall distribute Products among all its Dealers in such a manner as it, in its sole discretion, deems appropriate.

PRODUCT RECALLS
  1. If any tribunal or government agency recommends or requires the recall or withdrawal of any Products or packaging; or Company reasonably determines that any Products or packaging should be recalled or should be withdrawn from distribution and sale; then Company and Dealer shall coordinate the immediate cessation of sale and distribution and/or the recall or withdrawal as necessary of all such Products or packaging. If necessary or advisable, Company and Dealer shall cooperate to recall and/or reacquire the applicable Products or packaging from any purchaser thereof.
  2. If the problem at issue was not caused by Dealer, then Company shall pay the reasonable costs and expenses associated with any such recall, and Company shall indemnify Dealer for: (i) its laid-in cost of all unsold recalled Products and the cost of returning such Products to Company or destroying them, as Company may elect; and (ii) its reasonable costs and expenses for credits, refunds or other payments to its customers in connection therewith. For purposes of this Agreement, “laid-in cost” shall mean the invoice cost net of all discounts allowances and rebates, insurance and freight costs actually incurred by Dealer to bring the Products to Dealer’s Authorized Location(s). 
WAIVER OF JURY TRIAL

The parties to this Agreement hereby knowingly and voluntarily, without coercion and after consulting (or having had the opportunity to consult) with counsel of their choice, waive all rights to a trial by jury of all disputes between them arising out of this Agreement.  Neither party hereto shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. This waiver of jury trial may not be modified in any respect or relinquished by any party except in a written instrument executed by both parties.

GOVERNING LAW

This Agreement shall be governed by and construed under the law of the State of California and the United States of America. Dealer submits itself and its property to the exclusive jurisdiction of the federal courts located in San Diego County, California, and if legal action is brought by Company, also to the state, county and small claims courts within the county and state applicable for Dealer’s Territory. However, Dealer may not bring any legal action against Company other than in the federal courts located in San Diego County, California.

Any legal action alleging breach of this Agreement may not be commenced by either party more than one year after the breach complained of is alleged to have occurred. 

GENERAL CONSIDERATIONS
  1. Except as described below, Company or Dealer may not assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written permission of the other. However, Dealer understands that Company may assign this Agreement to a successor corporation or entity, and approves such transfer in advance. 
  2. Company standard Terms and Conditions of Sale, as stated on Company invoice form are incorporated in this Agreement. In the event of any inconsistency, the terms of this Agreement will prevail.  This Agreement contains the entire and only understanding regarding the relationship between Company and Dealer.  No additional or inconsistent terms defined in any purchase order or other document issued by Dealer shall be deemed to have modified this Agreement. 
  3. Neither Company nor Dealer will be liable for its failure to perform under this Agreement due to contingencies beyond its reasonable control including, but not limited to, strikes, riots, wars, fire, acts of God, or acts in compliance with any law of the United States of America or any other government body or agency of it.
  4. All notices, demands or consents required or permitted under this Agreement will be in writing and will be delivered personally or sent by certified mail to the respective parties at the addresses defined on the first page of this Agreement, or at such other address as will be given by either party to the other in writing.
  5. No amendment or modification of any provisions of this Agreement by Deler will be effective unless in writing and signed by the Company.
  6. The Captions and Section headings used in this Agreement are for convenience only and are not a part of this Agreement and will not be used in construing it. if any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement will remain in full force and effect.
  7. This Agreement, including the attached Exhibits, constitutes the entire Agreement between Company and Dealer concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between Company and Dealer, or any official or representative of either of them.
  8. This Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of Company and Dealer.

This Agreement was updated on July 15th, 2017

EXHIBIT A TO MANTELMOUNT WEBSITE AUTHORIZED DEALER AGREEMENT

The below Resale Certificate is deemed authorized by Dealer in the event that Dealer provided a Sales Permit Number and State of Registration on its Dealer Application indicating Dealers tax exempt status for purchases made on the MantelMount Dealer Website.

RESALE CERTIFICATE

I certify that the company I entered on our MantelMount Dealer Application is engaged as a registered retailer, having such sales permit number as I entered on our MantelMount Dealer Application and which is registered with such state as I entered on our MantelMount Dealer Application, within which Company delivers purchases.  All such purchases are for retail sales or are ingredients or components of a new product to be resold, leased or rented in the course of business. We are in the business of retailing Consumer Electronics.

I further certify that if any property so purchased tax free is used or consumed by our Company so as to make it subject to sales tax, we will pay the tax due direct to the proper taxing authority, when state law so provides, or inform Company, Inc. to bill us for taxes.  This certificate shall be part of each order which we may hereafter give Company unless otherwise specified, and shall be valid until canceled by us in writing or revoked by the state.

A general description of products purchased from Company: Consumer Electronics and Custom Installation Accessories.