Fireplace Doors Online
CONTRACTOR AGREEMENT

The parties desire to and hereby do enter into a distributor/supplier relationship, the governing terms and mutual promises of which are set out in this Agreement.

1. NON-EXCLUSIVE RIGHTS

1.1 Contractor: Fireplace Doors Online / CJs Home Decor grants to Contractor for resale and Contractor accepts, the non-exclusive right to buy and distribute our "Products."

1.2 Product: Fireplace Doors Online agrees to make available and to sell to Contractor such quantities of Products as Contractor shall order from Fireplace Doors Online at the prices and subject to the terms set forth in this Agreement.

2.TERM AND TERMINATION

2.1 Term: The initial term of this Agreement is two (2) years. Thereafter the Agreement will automatically renew for successive two (2) year terms unless it is terminated earlier.

2.2 Termination: Either party may terminate this Agreement, with or without cause, by giving ten (10) days notice to the other party.

3. CONTRACTOR OBLIGATIONS

3.1 Qualification: The contractor shall own and operate a legally registered business in United States and possess commercial premises to conduct Contractor related activities.

3.2 Advertising: The contractor may advertise and/or promote Products in a commercially reasonable manner and will transmit as reasonably necessary product information and promotional materials to its customers. The contractor will not pursue advertising or promotional activities that portray Fireplace Doors Online products in a way that is inconsistent with or contrary to the advertising and promotional standards of Fireplace Doors Online.

3.3 Product Orders: The contractor can place orders with Fireplace Doors Online in its own name and account. Orders may be placed directly online, emailed, or called into a sales support specialist.

3.4 Relationships:
(a) Contractor is an independent contractor engaged in purchasing Fireplace Doors Online products for resale to its customers. The contractor is not an agent or legal representative of Fireplace Doors Online for any purpose and has no
authority to act for, bind, or commit Fireplace Doors Online in any way.

(b) Contractor has no authority to make any commitment on behalf of Fireplace Doors Online with respect to quantities, delivery, modifications, interfacing capability, the suitability of software, or suitability in specific applications. The contractor has no authority to modify the warranty offered with Fireplace Doors Online products. The contractor will indemnify Fireplace Doors
Online from liability for any modified warranty or other commitment by Contractor not specifically authorized by Fireplace Doors Online.

4. Fireplace Doors Online OBLIGATIONS

4.1 Delivery and Pickup: Fireplace Doors Online shall ship Products direct to the Contractor or specified address and the Contractor will pay for the shipping method chosen at the point of sale. The contractor may utilize Fireplace Doors
Online shipping rates or provide account information for direct billing of all shipping costs.

4.2 Warranties
     (i)    Fireplace Doors Online provides to Contractor a 5-day warranty upon receipt of shipment. The contractor should open and inspect all shipments within this time frame.
     (ii)   Any claim for warranty shall be void unless it complies fully with the claim procedure specified by Fireplace Doors     
            Online.
     (iii)  Shipping cost for warranted parts are not covered.
     (iv)  Contractor who picks up Purchased Item(s) at Fireplace Doors Online warehouse agrees to return all parts that are replaced under warranty to where Purchased Item(s) is picked up.
     (v)  Contractor who receives Purchase Order in shipments agrees to return parts that are replaced under warranty upon
            Fireplace Doors Online request. Responsibility for such shipping cost shall be negotiated between Fireplace Doors
            Online and Contractor depending on the case.
     (vi)  Fireplace Doors Online reserves the right of making final decisions on unusual warranty issues.

(a) Visible Damage: Any claim arising from visible damage to Products shipped shall be filed by the Contractor within 5 business days upon its receipt of the Products, together with pictures evidencing the damage claimed.

(b) No Warranty: Fireplace Doors Online express warranty shall not apply to any Product damaged because of an accident, negligence, use in any application for which the Product is not designed or intended under the terms of this Agreement, modifications after the fact including combination with products or accessories not specifically authorized by Fireplace Doors Online, or by any other causes unrelated to defective workmanship, materials or manufacture.

(c) Disclaimer of Warranties: Except as expressly warranted in this agreement, vendor hereby disclaims all warranties, conditions, and representations express, statutory, and implied, applicable to the products, including, but not limited to, any warranty of merchantability or fitness for a purpose and any warranty that any product is delivered free of claims of third
parties by way of infringement or the like.

5. CONTRACTOR PRICING AND PAYMENT

5.1 Pricing: The contractor shall purchase the Products from Fireplace Doors Online at list price, with any applicable discounts authorized for your account. Fireplace Doors Online will provide the Contractor with updates to its price listed on the website as new products are added or any price changes occur. Fireplace Doors Online prices do not include any foreign (VAT) federal, state, or local taxes that may be applicable to its products.

5.2 Online Ordering: All discounts will be for the express use of the Contractor and cannot be shared with any other individual or entity.

5.3 Returns: The contractor shall inspect all Products promptly upon receipt thereof and may reject any Product that fails in any material way to meet the Contractor’s applicable specifications within 5 days from receipt.

6. MARKETING SUPPORT

6.1 Sales Brochures: Fireplace Doors Online has online, digital marketing brochures for Contractors to use.

6.2 Trademarks: The Products may bear certain trade names, trademarks, trade devices, logos, codes or other symbols of Fireplace Doors Online or FDO (the "Trademarks"). Fireplace Doors Online hereby grants to Contractor the non-exclusive, royalty-free right to use the Trademarks for carrying out the activities described in this Agreement, provided that Contractor will not be entitled to conduct business under any of the Trademarks or derivatives or variations thereof. All use will ensure to the benefit of the Fireplace Doors Online and will not vest in Contractor any rights in or to the Trademarks.

7. INDEMNIFICATION

7.1 General Indemnity: Each party shall indemnify, defend and hold the other harmless from and against all claims, actions, damages, demands, liabilities, costs, and expenses, including reasonable attorney’s fees and expenses, resulting from any act or omission of the acting party or its employees under this Agreement, that causes or results in property damage,
personal injury or death. Fireplace Doors Online is supplying products with the understanding that you, as the Contractor, have the appropriate licenses, training, experience, and insurance to perform sales and/or installation safely and legally. Fireplace Doors Online accepts no responsibility in the event any property damage or injury occurs to users or installers of our products.

7.2 Limitation of Liability: Neither party shall be liable to the other for lost profits of business, indirect, consequential, or punitive damages, whether based in contract or tort (including negligence, strict liability or otherwise), and whether advised of the possibility of such damages. Fireplace Doors Online liability with respect to any Products shall in no event exceed the amount paid by Contractor to Fireplace Doors Online less taxes and charges for shipping and insurance.

8. GENERAL PROVISIONS

8.1 Notices: Any notice which either party may desire to give the other party must be in writing and may be given by

     (i)   personal delivery to an officer of the party,
     (ii)  by mailing the same by registered or certified mail, return receipt requested, to the party to whom the party is directed
           at the address of such party as set forth at the beginning of this Agreement, or such other address as the parties may
           hereinafter designate, and
     (iii) by facsimile or telex communication subsequently to be confirmed in writing pursuant to item (ii) herein.

8.2 Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the State of California.

8.3 Cooperation: Each party agrees to execute and deliver such further documents and to cooperate as may be necessary to implement and give effect to the provisions contained herein.

8.4 Force Majeure: Neither party shall be liable to the other for any delay or failure to perform which results from causes outside its reasonable control.

8.5 Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.6 Incorporation of all Exhibits: Each and every exhibit referred to herein above and attached hereto is hereby incorporated herein by reference as if set forth herein in full.

8.7 Severability: A judicial determination that any provision of this Agreement is invalid in whole or in part shall not affect the enforceability of those provisions found to be valid.

8.8 Entirety: This Agreement constitutes the entire agreement between the parties regarding its subject matter.

8.9 Confidentiality: Each party acknowledges that during its obligations pursuant to this Agreement, it may obtain certain information specifically marked as confidential or proprietary ("Confidential Information"). Each party hereby agrees that all such Confidential Information communicated to it by the other party, its parents, affiliates, subsidiaries, or Customers, whether
before or after the date of this Agreement, shall be and was received in strict confidence, shall be used only for the purposes of this Agreement, and shall not be disclosed without the prior written consent of the other party, except Confidential Information which

     (i)   is already known to the recipient of such Confidential Information ("Recipient") at the time of its disclosure;
     (ii)  is or becomes publicly known through no wrongful act of the Recipient;
     (iii) is received from a third party without similar restrictions and without breach of this Agreement;
     (iv) is independently developed by the Recipient; or
     (v)  is lawfully required to be disclosed to any government agency or is otherwise required to be disclosed by law.