Effective Date: Upon submission and acceptance of the Distribution Application Form.

This Distribution Agreement (“Agreement”) is entered into by and between Custom Armor Group, located at 4270 Piedmont Parkway, Suite 102, Greensboro, NC 27410, USA (“CAG” or “Supplier”), and the party submitting the Distribution Application (“Reseller”).

By submitting the application, the Reseller agrees to the terms set forth below and acknowledges that a Mutual Non-Disclosure Agreement (NDA) is executed in tandem with this Agreement and governs all confidential information exchanged.

1) Purpose

This Agreement establishes the terms under which the Reseller is authorized to market, sell, and resell CAG's products and related authorized program products.

2) Appointment

CAG hereby appoints Reseller as a non-exclusive reseller of its products (“Products”). Reseller accepts such appointment and agrees to promote, market, and resell the Products in accordance with the terms of this Agreement.

3) Term and Termination

This Agreement is effective indefinitely from the Effective Date. Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days’ prior written notice.

4) Distribution Responsibilities

Reseller agrees to:

• Use reasonable efforts to market and sell the Products.
• Maintain adequate knowledge of the Products to support customers.
• Operate in compliance with all applicable laws, including export, trade, and safety regulations.
• Avoid making any representations, warranties, or guarantees not expressly authorized by CAG.
• Protect and handle confidential information under the terms of the Mutual NDA.

5) Orders and Delivery

• All orders must be submitted in writing and are subject to CAG’s acceptance.
• Products are shipped FOB Origin – CAG’s facility. Title and risk transfer upon delivery to the carrier.
• Returns are permitted following the CAG RETURN POLICY. Authorized returns may incur a restocking fee of up to 15%. Reseller is responsible for return shipping unless CAG determines the defect was due to manufacturing error.
• Reseller shall maintain accurate inventory records and not overstock beyond reasonable needs.

6) Pricing and Payment

• Pricing and any applicable discounts are provided in quotes and pricelists when appropriate, subject to change with written notice.
• Payment terms are prepaid unless credit approval on Net 10, Net 15, or Net 30 days from invoice date unless otherwise stated.
• Late payments may incur interest at 1.5% per month or the maximum permitted by law.
  

7) Marketing and Branding

• Reseller is granted a limited, non-exclusive, revocable license to use CAG’s trademarks, copyrights, name, product likenesses, and images solely for promoting and selling Products, subject to CAG’s approval.
• All public-facing materials that reference CAG must be reviewed and approved by CAG prior to release.
• Upon termination or expiration, Reseller must immediately cease all use of CAG’s intellectual property.

8) Warranty and Product Claims

• CAG warrants its Products will be free from material and manufacturing defects for the period shown in CAG WARRANTY TERMS.
• All other warranties, express or implied, are disclaimed.
• Reseller shall report any defects or warranty claims within 30 days of discovery.
• CAG’s sole responsibility will be to repair, replace, or issue credit for defective Products.

9) Indemnification

Each party agrees to indemnify the other from claims, liabilities, damages, or expenses (including legal fees) arising from:

• Its own breach of this Agreement.
• Its own gross negligence, misconduct, or violation of law.
• Unauthorized representations or warranties.
• Reseller's handling, storage, or resale of Products leading to injury or damage.

10) Limitation of Liability

CAG’s total liability under this Agreement shall not exceed the total amount paid by the Reseller for the affected Products. CAG shall not be liable for any indirect, incidental, special, or consequential damages.

11) Export Control and Compliance

• Reseller agrees to comply with all applicable U.S. export control laws, including the Export Administration Regulations (EAR) and International Traffic in Arms
  Regulations (ITAR).
• Reseller agrees not to resell, re-export, or transfer any Product in violation of applicable laws or to prohibited entities or countries.
• Reseller agrees not to engage in bribery or corrupt practices in violation of the Foreign Corrupt Practices Act (FCPA).
• Reseller must screen all customers and end-users against U.S. government denied parties lists (e.g., via tools from the Bureau of Industry and Security) and promptly report any red flags, such as unusual export requests or suspicious inquiries, to CAG.

12) Confidentiality

Both parties shall treat all proprietary or confidential information as confidential, in accordance with the Mutual NDA signed in parallel.

13) Relationship of the Parties

The relationship is that of independent contractors. Nothing in this Agreement creates an agency, joint venture, partnership, or franchise.

14) Assignment

This Agreement may not be assigned or transferred without prior written consent, except in a corporate restructuring or acquisition.

15) Governing Law and Dispute Resolution

• This Agreement shall be governed by the laws of the State of North Carolina.
• Disputes shall be resolved first through negotiation, then mediation, and if necessary, binding arbitration in Greensboro, North Carolina.

16) Notices

All notices must be in writing and delivered to the addresses in the Distribution Application. Notices may be sent via email, courier, or certified mail.

17) Entire Agreement

This Agreement (including any exhibits and the Mutual NDA) represents the entire agreement between the parties.

18) Modifications

No amendment or waiver shall be valid unless in writing and signed by both parties.

19) Insurance

Reseller shall maintain commercial general liability insurance with coverage of at least $1,000,000 per occurrence, naming CAG as additional insured.

20) Force Majeure

Neither party shall be liable for delays caused by events beyond reasonable control, including natural disasters, war, terrorism, or supply chain disruptions.

21) Severability

If any provision of this Agreement is held invalid, the remaining provisions remain in effect.

22) Non-Circumvention

Reseller agrees not to bypass or subvert CAG by dealing directly with CAG’s suppliers, manufacturers, or sources for a period of two (2) years following termination.

Accepted and Agreed
Custom Armor Group
4270 Piedmont Parkway, Suite 102
Greensboro, NC 27410
Email: sales@customarmorgroup.com
Website: www.customarmorgroup.com

By submission of the Distribution Application, Reseller agrees to be bound by this Agreement. No physical signature is required.