By submitting your dealer application, you acknowledge that you have read, understood, and accept the terms and conditions outlined in this Distribution Agreement ("Agreement") between Custom Armor Group, located at 4270 Piedmont Parkway, Suite 102, Greensboro, NC 27410 ("Supplier"), and the applying party ("Distributor"). This Agreement governs the relationship and obligations between the Supplier and Distributor concerning the distribution of products, including body armor, personal protective equipment, tactical gear, and related items.

Definitions

1. "Products" means body armor, personal protective equipment, tactical gear, and related items supplied by the Supplier, including but not limited to ballistic vests, helmets, shields, plates, gloves, boots, and any other protective or tactical equipment developed, manufactured, or distributed by the Supplier.
2. “Territory” means the geographic area where the Distributor is authorized to sell the Products, as specified in Exhibit A. This includes the specific countries, states, regions, or territories defined in the exhibit and may include specific restrictions or conditions under which the Products may be marketed, sold, or distributed within these areas. Any proposed changes to the Territory must be mutually agreed upon in writing by both parties and documented through amendments to this Agreement.
3. “Pricing” refers to the cost of the Products as specified in Exhibit B, which may include any applicable discounts, taxes, duties, and shipping costs. Pricing is subject to change upon prior written notice from the Supplier to the Distributor, and any such changes shall be documented and agreed upon in writing by both parties.
4. “Supplier” refers to Custom Armor Group, the party providing the Products to the Distributor under this Agreement.
5. “Distributor” refers to [Distributor's Name], the party authorized to promote, market, sell, and distribute the Products within the Territory.
6. “FOB" (Free on Board) means that the risk of loss and title to the Products passes to the Distributor upon delivery to the carrier at the Supplier's facility. The Supplier is responsible for the costs and risks until the Products are loaded onboard the shipping vehicle. This means that the Distributor is responsible for any loss or damage that occurs after the Products are loaded onto the shipping vehicle.
   
   

Appointment and Acceptance

1. Supplier appoints Distributor as its non-exclusive distributor of the Products in the Territory.
2. Distributor accepts the appointment and agrees to promote, market, and sell the Products in the Territory.
   
   

Orders and Delivery

1. Distributor shall place all orders for Products through purchase orders. Supplier reserves the right to accept or reject any purchase order.
2. Delivery terms shall be FOB Supplier's facility. Upon delivery, the risk of loss and title to the Products shall pass to the Distributor.
   
   

Pricing and Payment

1. Prices for the Products are specified in Exhibit B and are subject to change upon prior notice.
2. Payment terms are Net [X] days from the invoice date. Delinquent payments shall incur interest at a monthly rate of [Interest Rate].
   
   

Duties of Distributor

1. Distributor shall use its best efforts to market, sell, and distribute the Products in the Territory.
2. Distributor shall maintain adequate inventory levels and provide prompt and efficient customer service.
3. Distributor shall comply with all applicable laws and regulations related to the sale and distribution of the Products.
   
   

Marketing and Advertising

1. Distributor shall obtain Supplier’s prior written approval for any marketing or promotional materials related to the Products.
2. Supplier shall provide Distributor with marketing support and materials as agreed upon by both parties.
   
   

Intellectual Property

1. Distributor acknowledges that Supplier owns all intellectual property rights related to the Products.
2. Distributor is granted a non-exclusive, non-transferable license to use Supplier's trademarks, logos, and trade names solely for marketing and selling the Products.
   
   

Warranties and Liability

1. Supplier warrants that the Products will be free from defects in material and workmanship for a period of [Warranty Period] from the date of delivery.
2. Distributor shall notify Supplier of any defects within [X] days of discovery.
3. Supplier’s liability for defective Products is limited to repair, replacement, or refund at Supplier's option.
4. WITH RESPECT TO ANY PRODUCTS, SERVICES, OR INFORMATION PROVIDED TO BUYER, SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY. Buyer assumes all risk and liability resulting from the use of the products, services, or information delivered hereunder, whether used singly or in combination with other products, services, or information.
   
   

Indemnification

1. Seller will indemnify, defend, and hold Buyer and its officers, directors, shareholders, members, employees, and affiliates harmless from and against any losses, costs, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising from damage to property or personal injury arising from any fault or defect in the materials, design, or quality of the Products.
2. Buyer will indemnify, defend, and hold Seller and its subsidiaries, divisions, and affiliates and each of their respective directors, officers, employees, agents, and contractors, harmless from and against, and agrees to pay any one of them upon first written demand, the amount of any liabilities, claims, losses, damages, or other costs of any kind, including, without limitation, attorneys’ fees, arising out of or in connection with: (i) the failure of Buyer to comply in all respects with all Laws; (ii) the breach by Buyer of any representation, warranty, or covenant contained in this Agreement; (iii) any third-party claims arising out of any warranty, promise, or representation made by Buyer that differ from Seller’s standard limited warranty in effect at the time Buyer made such warranty, promise, or representation; or (iv) any third-party claims arising out of any acts or omissions of Buyer.
   
   

Limitation of Liability

1. IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY TO BUYER FOR ALL DAMAGES ARISING FROM ANY AND ALL CLAIMS RELATED TO THE BREACH OF THIS AGREEMENT, NONDELIVERY, OR THE PROVISION OF ANY PRODUCT, SERVICE, OR INFORMATION COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER THE FORM OF ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EXCEED THE TOTAL PRICE PAID BY BUYER TO SELLER FOR THE PRODUCTS, SERVICES, OR INFORMATION IN RESPECT OF WHICH DAMAGES ARE CLAIMED. NO CLAIM SHALL BE ALLOWED FOR PRODUCT THAT HAS BEEN PROCESSED IN ANY MANNER. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN NINETY (90) DAYS FROM THE DATE OF DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF NONDELIVERY) SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH PRODUCTS, SERVICES, OR INFORMATION. PRODUCTS SHALL NOT BE RETURNED TO SELLER WITHOUT SELLER’S PRIOR WRITTEN PERMISSION. NO CHARGE OR EXPENSE INCIDENT TO ANY CLAIMS WILL BE ALLOWED UNLESS APPROVED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO WAIVES ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION OF ANY PRODUCT, SERVICE, OR INFORMATION.
   
   

Force Majeure

1. No liability shall result from delay in performance or nonperformance, directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to, act of God, fire, explosion, flood, war, act of or authorized by any Government, accident, labor trouble or shortage, pandemic, inability to obtain material, equipment or transportation, failure to obtain or hardship in obtaining reasonably priced supplies of materials, or failure of usual transportation mode. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. Seller shall have no obligation to purchase supplies of the product specified herein to enable it to perform this Agreement.
   
   

Allocation of Supply

1. If for any reason including but not limited to Force Majeure, Seller is unable to supply the total demand for products specified herein, Seller may distribute its available supply among any or all purchasers, as well as departments and divisions of Seller, on such basis as it may deem fair and practical, without liability for any failure of performance which may result therefrom.
   
   

Technical Assistance

1. Seller may furnish such technical assistance and information as it has available with respect to the use of the products or services covered by this agreement. Unless otherwise agreed in writing, all such information will be provided gratis. Buyer agrees to evaluate such information, to make an independent decision regarding the suitability of such information, products, and services for Buyer’s application, and only use such products, services, and information according to the current good product stewardship principles and all regulatory requirements applicable to Buyer’s business.
   
   

Acknowledgment of Information

1. Buyer acknowledges that it has received and is familiar with Seller’s labeling and literature concerning the products and their properties. Buyer will forward such information to its employees, contractors, and customers, who may distribute, handle, process, sell, or use such products, and advise such parties to familiarize themselves with such information. Buyer agrees that products sold hereunder will not knowingly be resold or given in sample form to persons using or proposing to use the products for purposes contrary to recommendations given by Seller or prohibited by law but will be sold or given as samples only to persons who can handle, use, and dispose of the products safely.
   
   

Trademark Use

1. Except as may be contained in a separate trademark license, the sale of product (even if accompanied by documents using a trademark or trade name of Seller) does not convey a license, express or implied, to use any trademark or trade name of Seller, and Buyer shall not use any trademark or trade name of Seller in the conduct of its business without Seller’s prior written consent.
   
   

Taxes

1. The Buyer shall reimburse the Seller for all taxes (excluding income taxes), excises, or other charges which the Seller may be required to pay to any Government (National, State, or Local) upon the sale, production, or transportation of the products, services, or information sold hereunder. In the event Buyer fails to fulfill Seller’s terms of payment, or in case Seller shall have any doubt at any time as to Buyer’s financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security.
   
   

Confidentiality

1. Both parties agree to keep any proprietary information disclosed during the term of this Agreement confidential.
2. This obligation shall survive the termination of this Agreement.
   
   

Term and Termination

1. This Agreement shall commence on the Effective Date and continue for [X] years unless terminated earlier.
2. Either party may terminate this Agreement with [X] days written notice.
3. Termination shall not affect any rights or obligations accrued before the effective termination date.
   
   

Relationship of Parties

1. The relationship between Supplier and Distributor is that of independent contractors.
2. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.
   
   

Governing Law and Dispute Resolution

1. This Agreement shall be governed by and construed by the laws of the State of North Carolina.
2. Any disputes arising out of or in connection with this Agreement shall be resolved through mediation and, if necessary, binding arbitration in Greensboro, North Carolina.
   
   

Notices

1. Wherever one party is required or permitted to give written notice to the other under this Agreement, such notice will be given by hand, by certified U.S. mail, return receipt requested, by overnight courier, or by fax and addressed to the appropriate officer of such party (with a copy to the Legal Department) at the address outlined in the preamble. All such notices shall be effective upon receipt. Either party may designate a different notice address from time to time upon giving the other party five (5) days prior written notice thereof.
   
   

Assignment

1. This Agreement is binding on both Parties and any successor companies and their respective officers, employees, agents, and representatives. Neither Party shall assign, sell, or transfer this Agreement or any interest therein without first obtaining the other Party's written consent, which shall not be unreasonably withheld, delayed, or restricted. Notwithstanding the preceding, such consent shall not be necessary in the event of a change of control, including but not limited to a sale of shares or assets or by operation of law, or should one Party change or otherwise alter or amend its operating name. In all such cases, assignment shall become automatic, and all Parties shall be bound as if it was an original signatory to the Agreement.
   
   

Export and Compliance

1. Export Compliance: Distributor acknowledges its obligations to control access to technical data and hardware under U.S. export laws and regulations and agrees to adhere to such laws and regulations concerning any technical data and hardware (items) received under this Agreement. Distributor further agrees that at any time, at Supplier's sole discretion, if suspicion of export violations has or will occur, Supplier is legally responsible for reporting such violations to the U.S. government.
2. Adherence to U.S. Laws: Distributor affirms that its company, representatives, affiliates, and subsidiaries have not and will not take any action in furtherance of any unlawful order involving Supplier’s name or products, that they will not promise to pay any foreign public official, and that they will not engage in any act that would cause Supplier to violate the Foreign Corrupt Practices Act of 1977.
3. Confirmation of Compliance: By signing below, Distributor agrees to abide by these policies and acknowledges the penalties for transferring hardware or technical data to a foreign person or entity without proper U.S. government authorization.
   
   

Entire Agreement

1. This Agreement supersedes all prior agreements, representations, and understandings between the parties (whether written or oral) with respect to its subject matter. It constitutes (along with the exhibits and schedules attached hereto) a complete and exclusive statement of the terms of the agreement between the parties with respect to the provision of products or services hereunder. Not by way of limitation of the unqualified nature of the preceding, Buyer acknowledges, agrees, and represents that it is not relying upon. It has not been induced by any representation, warranty, statement made by, or other information provided by Seller in connection with its decision to purchase or use any product, service, information, or technology other than the representations and warranties made by Seller as and only to the extent expressly provided in this Agreement.
   
   

Modifications

1. No modification of this Agreement shall be binding upon Seller unless separately contracted in writing and executed by a duly authorized representative of Seller. No modification shall be effected by the acknowledgment or acceptance of purchase order forms stipulating different conditions. Unless Buyer notifies Seller in writing to the contrary as soon as practicable after receipt of this invoice by Buyer, Buyer shall be deemed to have accepted the terms and conditions hereof and, in the absence of such notification, Buyer’s acceptance or use of the products, services, information, or technology shall be equivalent to Buyer’s consent to the terms and conditions hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

By proceeding with the submission of the dealer application, the applicant ("Distributor") agrees to the terms and conditions outlined in this Agreement with Custom Armor Group ("Supplier"). This acknowledgment serves as the Distributor's acceptance of the Agreement in its entirety, including all attached exhibits and appendices.

No physical signature is required; the submission of the application form constitutes full acceptance and agreement to these terms.


Attachments:
1. Exhibit A: Territory
2. Exhibit B: Pricing