Wholesale Purchase Agreement

Wholesale Purchase Agreement

This Wholesale Purchase Agreement (“Agreement”) is entered into on the (the “Effective Date”) by and between under its name on the signature page of this Agreement (“Supplier”), and (as hereinafter defined), (“Distributor”).

Background Information

Supplier is in the business of marketingcustomized blinds/shadesproducts.

is a broad-line wholesale distributor of customized blinds/shades products.

Supplier desires to appoint as an authorized distributor of customized blinds/shades products marketed by Supplier (the “Products”) and agrees to sell the Products to . desires to accept such appointment and agrees to purchase the Products from Supplier on the terms and subject to the conditions described in this Agreement.

Products on platforms other than KeegoBlinds' official website are not covered by this Agreement. If Supplier now or hereafter markets products on platforms other than Keego Blinds' official website and wishes to have Distributor distribute such products on platforms other than Keego Blinds' official website, Supplier and Distributor shall enter into a another wholesale purchase agreement of products on platforms other than Keego Blinds' official website .

The formation, validity, performance and interpretation of this Agreement and of each Article andpart hereof shall be governed by and construed in accordance with the laws of the State of

Statement of Agreement

Supplier and hereby agree as follows:

Appointment of Distributor.

Supplier hereby appoints Distributor as a non-exclusive, authorized distributor of the Products in the United States of America, its territories and possessions, and Distributor hereby accepts that appointment on the terms and subject to the conditions described in this Agreement. As an authorized distributor, Distributor may purchase such quantities of the Products as Distributor deems necessary or appropriate to fill its customers’ orders from time to time, subject to the order cutback procedures described below. Distributor shall not be required to provide any particular level of promotion or marketing activities with respect to or on behalf of any of the Products and shall not be prohibited from providing customized promotional or marketing services with respect to any other products on or behalf of other suppliers. Not with standing anything in this Agreement to the contrary, Distributor may purchase Products from a source other than Supplier in the following circumstances: (a) when directed to do so by an agency of the United States government, provided that Distributor distributes those Products so purchased only to that agency or.

Orders for the Products.

Distributor shall transmit orders for the Products to Supplier using a mutually acceptable automated order entry system or such other means as may be agreed upon by the parties. All of Distributor’s orders for the Products are subject to acceptance and approval by Supplier. Distributor shall have no obligation to accept automatic shipments of any Product.

If any of the Products are in limited supply or otherwise unavailable in the quantities requested by Distributor, supplier may elect to cutback Distributor’s order for such Product and-instead allocate suck limited supply availability among Distributor and Supplier’s other wholesaler customers in a commercially reasonable manner that does not place Distributor at a competitive disadvantage. Distributor acknowledges and agrees that Distributor shall have no claim or remedy against Supplier, in connection with any such allocation by Supplier.

Terms of Sales.

Supplier shall sell Products to Distributor at Supplier's published wholesale prices ("WAC") in effect on the date the order is placed by Distributor. Supplier shall notify Distributor at least one full business day prior to the effective date of any Wholesale Price Increase for any Product; provided, however, that any order submitted by Distributor after receipt of notice of a Wholesale Price Increase will be subject to the increased Wholesale Price. Any fee rebate (i.e., a reduction in Distributor's purchase price based on a price contracted directly between Supplier and Distributor's customer), rebate, or promotional incentive shall be based on Supplier's published sales price using 20% of the website sales price as the Distributor discount, or earn commissions (____% of order value) by introducing customers to complete orders. Based on the amount of all purchases made by the Distributor, a Distributor who makes a single purchase of more than $3,000 or a cumulative purchase of $5,000 on Keego's website may apply to join the Keego Distributor system unless otherwise agreed upon by both parties in connection with the sale. All wholesale prices offered by Supplier are exclusive of taxes, and each party shall pay all applicable taxes, duties, taxes or assessments, excluding taxes levied on the parties by taxing entities on product inventory held by Distributor as a result of transactions under this Agreement.

Terms of Shipment.

Supplier shall deliver the Products to the distribution center specified in the "Distributor" order or to such other location as may be agreed upon by the parties (in the case of split shipment orders), in either case freight prepaid. Title to the Products and risk of loss shall remain with Supplier until receipt of the goods at the designated destination. If Distributor requests a special shipping route that results in higher shipping costs than the shipping route selected by Supplier, the additional costs incurred by Supplier shall be charged to Supplier's invoice. Distributor shall report any damage, defect, loss in transit or other shipping error immediately upon discovery of such damage, defect, loss in transit or other shipping error.

If at any time during the term of this Agreement, Supplier Keego. For purposes of this Section, Distributor’s then-current inventory shall include all inventory of Keego.

Returned Goods.

Distributor don’t have the right to return Products to Supplier without manufacturing issues or Freight Damage & Missing Parts and Supplier shall process and provide appropriate solution to Distributor under our return and refund principle. These return guidelines shall be in effect for all Products originally purchased by Distributor from Keego, exclusive only of specialty or promotional program purchases specifically exempted by mutual written consent of the parties.

a.Freight Damage & Missing Parts

Upon receipt of your order please be sure to inspect boxes carefully and note any immediately observed damage to the driver. If items are damaged do not discard boxes! All freight claims must be reported to KeeGo Blinds Customer Service within 7 calendar days of the original delivery date. We highly encourage you to take pictures of the damage, as the carrier will likely require them to process your claim.

To report a freight claim issue within this 7 calendar day period please contact us.

If any parts are missing from your order (including installation materials such as screws and brackets), please contact us within 30 calendar days and we’ll help you get replacement parts. If it has been more than 30 calendar days since you received your order, there will be a charge for any requested parts.

In the event a KeeGo custom-made product is found to be defective in materials or workmanship, we will, at our discretion, repair, or replace the product which fails to conform to this warranty. Please note that color may vary from lot to lot on some styles, and that we periodically discontinue certain styles and colors. On discontinued items, we reserve the right to substitute warrantied product with the nearest color or style of equivalent or greater value. On current products, we will make every effort to match current style and color. In the event that warrantied product is not repairable, and cannot be replaced with the original style and color (i.e. discontinued), it will be replaced free of charge with the closest available product.

b.Manufacturing Issues

Factory KeeGo Blinds stands behind our products and any defects in material and workmanship. If your custom-made to order window covering was not manufactured to the size and specifications, you ordered it will be replaced at no additional cost to you. This excludes mismeasurements or improper installation. Please contact us within

30 calendar days from the date your product ships to report any issues. Your product will be remade to the same specifications per the original order and shipped at no cost to you!

Effective Date of the Contract

This Agreement shall enter into force upon the signature of the parties (“Effective Date").

This Agreement has been concluded to supersede all kinds of verbal and written proposals, offers andacceptances and all other commercial correspondences, if any.

Prices

Total Price The total price of the products is excluding VAT. Total price includes packaging suitable for shipment and commissioning process and supervision for installation, excludes installation (electrical and mechanical) For the avoidance of doubt installation (electrical and mechanical) is not within the scope of the Agreement. All transportation, accommodation and food expenses of the technical staff at the stage of commissioning shall be borne by Wholesaler.

Distributors can refer to the KEEGO website charging guidelines to charge customers for the installation fee on their own.

Confidential Information.

During the course of operating under this Agreement, each party, its respective agents, employees and representatives (collectively, the “receiving party”) may receive or have access to confidential materials and information of the other party (the “disclosing party”). All such materials and information (including but not limited to information regarding Products, pipeline, operations, methods, strategies, formulas, price lists, discount programs, incentives, rebates, records of unit movement of Products, shipping and warehousing, and confidential proprietary information from third parties), are collectively referred to herein as “Confidential Information” and constitute the property of the disclosing party. Confidential Information does not include, and the receiving party shall have no obligation hereunder with respect to, information that

(a) was known to the receiving party before receipt, directly or indirectly, from the disclosing party;

(b) is lawfully obtained, by the receiving party, from a third party who is under no obligation of confidentiality;

(d) is developed by the receiving party independent of the Confidential Information disclosed by the disclosing party.

During the term of this Agreement and for a period of [***] years thereafter the receiving party shall not use or disclose to third persons any such Confidential Information without the disclosing party’s prior written consent, excepting those

(a) disclosures made on a confidential basis to and use by the affiliates, directors, officers, employees, and agents of the receiving party who have a reasonable need to know such information in connection with the receiving party’s performance of this Agreement,

(b) disclosures which are required by law, as reasonably determined by the receiving party or its legal counsel, or are made on a confidential basis to the receiving party’s attorneys, accountants, and other professional advisors in connection with matters relating to this Agreement, and

(c) routine disclosures by Supplier in the normal course of business of aggregated warehouse withdrawals, sales and other data to IMS, DDD or other similar organizations. The existence of this Agreement and its terms and conditions are hereby designated as confidential and, notwithstanding anything in this Section to the contrary, shall be treated as Confidential Information subject to the obligations of the immediately preceding sentence for the term of this Agreement when the distributor still sale Keego Blinds products.

Warranties.

Supplier hereby represents and warrants that, at the time of delivery to Distributor’s destinations designated in Distributor’s orders the Products are and shall be manufactured and delivered to Distributor in conformity with GREENGUARD, ANTIBACTERIAL, ENERGY SAVING, LEAD FREE, COLOURFASTNESS TO LIGHT, CONFIDENCE IN TEXRILES, FLAME RETARDANT AND PRINTABLE.

EXCEPT FOR THE FOREGOING WARRANTY, SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, AND SPECIFICALLY DISCLAIMS

(i) ANY WARRANTY OR

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO PRODUCTS, AND

(ii) THE DISTRIBUTOR TAKE RESPONSIBILITY FOR ANY PRODUCTS THAT, AFTER DELIVERY TO Distributor, Distributor HAS ALTERED, MODIFIED OR TAMPERED WITH, SUBJECT TO MISUSE, NEGLIGENCE OR OTHERWISE DAMAGED, OR HAVE BEEN STORED, HANDLED, OR USED IN A MANNER CONTRARY TO APPLICABLE LAWS OR REGULATIONS OR SUPPLIER’S DIRECTION.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, ARISING FROM OR RELATING TO ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, TORT, OR VIOLATION OF ANY APPLICABLE LEGAL OR EQUITABLE PRINCIPLE.

Limited to one site. Mandatory in-home measurement fee (refundable upon purchase) must be purchased to qualify for installation offer. Available at participating the KEEGO install service only. Not valid on prior purchases. Not available in all market. KEEGO local service providers are background checked, insured, licensed and/or registered.

Term and Termination.

The term of this Agreement shall commence on the Effective Date and continue in effect for a period of twelve (12) months, thereafter automatically renewing for successive twelve month renewal periods unless either party provides the other not less than [***] days’ prior written notice of termination of the Agreement at the end of the then-current term. This Agreement may also be terminated

(a) by mutual written agreement of Supplier and Distributor at any time;

(b) by the non-breaching party in the event of a breach of any of the terms of this Agreement that is not cured within [***] days following written notification of such breach to the breaching party;

(c) by either party in the event of the institution (whether voluntarily or involuntarily) of bankruptcy, insolvency, liquidation or similar proceedings by or against the other party or the assignment of the other party’s assets for the benefit of creditors; or

(d) by either party for any reason or without reason at any time by giving the other party not less than [***] days’ prior written notice of such termination.

Governing Law.

This Agreement shall be interpreted in accordance with, and governed by, the laws of the State of Distributor, without regard to its conflict of laws principles.

Severability.

The invalidity of all or part of any provision of this Agreement shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.

Force Majeure.

Neither party shall be liable for delay in delivery or nonperformance, in whole or in part, nor shall the did party have the right to terminate this Agreement where delivery or performance has been affected by a condition of force majeure unless such delivery or performance is delayed for thirty (30) days or more. For purposes of this Agreement, force Majeure means a condition which results from causes beyond a party’s reasonable control, including, but not limited to acts of God, acts of the other party, shortages, fires, labor disputes, strikes, floods, epidemics, quarantines, war, riot, delay in transportation, compliance with any applicable governmental regulation or order, whether or not it later proves to be invalid, or inability to obtain labor, materials or manufacturing facilities. If either party is affected by a force majeure event, such party shall promptly, but not later than ten (10) days of its occurrence, give notice to the other party stating the nature of the event, its anticipated duration and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is reasonably required and the non-performing party shall use its best efforts to remedy its inability to perform.

Entire Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior contracts, agreements and understandings between the parties, whether written or oral, with regard to the subject matter hereof (that being the purchase by Distributor from Supplier of Products for redistribution) and supersedes all prior or contemporaneous discussions, negotiations representations, warranties, and agreements relating thereto. This Agreement may not be amended, except by a writing signed by authorized representatives of the parties hereto. No waiver of any right or remedy under this Agreement shall be effective unless it is in a writing signed by an authorized representative of the party to be charged therewith. The failure of Service Provider or Customer at any time to require performance of the other of any provision of this Agreement shall in no way affect its right thereafter to require performance of the other of such provision, nor shall such failure be held to be a waiver of any succeeding breach of such provision or a Waiver of such provision itself.

Neither party may assign this Agreement to any third party without the prior written consent of the other party. Notwithstanding the forgoing no consent is needed in connection with a merger, acquisition, the sale of all or substantially all of the assets, or in connection with the grant of a security interest herein to a financial institution.

Supplier shall not use Distributor’s name, or any abbreviation thereof, or any Distributor logo, or any adaptation thereof, in any advertising or trade displays, or for any other commercial purpose, without Distributor’s prior written consent. Neither party shall, make any press release or other public announcement regarding this Agreement without the other party’s express prior written consent, except as re under applicable law or by any governmental agency, in which case the party required to make the press release or public disclosure shall use commercially reasonable efforts to obtain the approval of the other party as to the form, nature and extent of the press release or public announcement prior to issuance.

Keego Blinds

By:

Name:

Title:

Address:

Fax No.: