Reseller Agreement

AUTHORIZED RESELLER TERMS AND CONDITIONS

Pacific Market International, LLC (“PMI”), proud owner of the Stanley® brand, hereby appoints Reseller as a nonexclusive Authorized Reseller of the Stanley products (the “Products”) and all orders for the Products are subject to the following:

1. Purchase from PMI or Authorized Distributors Only, Sell to End Users Only. Reseller must purchase Products only from PMI or third-party distributors authorized by PMI and may only sell the Products to Reseller’s end consumers within the country or region in which the Reseller purchased the Products. Reseller may not sell the Products to anyone for resale. Reseller may not export Products to other countries or regions without written approval by PMI.

2. Sell Through Approved Channels Only. Reseller may sell the Products solely at its proprietary brick and mortar locations. Reseller may sell the Products online if approved by PMI in writing as further set forth in Section 3 of this Agreement. Reseller may not sell the Products through any third-party website(s) or platform(s) not approved by PMI (including, but not limited to, Amazon, Alibaba, eBay, Craigslist and Facebook).

3. General Requirements and Conditions for Online Retailers.

a. Reseller will comply with all federal, state, and local regulations for its type of business, including provision of order acknowledgments, backorder notices, and delivery notices as required.

b. Online sales of Products will be made only through a website owned or operated by Reseller. PMI views each website as a separate Reseller location. Reseller understands that it must receive approval from PMI for each and every website location on which the Reseller intends to offer Products. Reseller will list all website locations at the bottom of this Addendum. Any new website location requests made after this Addendum must be submitted to PMI at StanleyResellerApproval@pmi-worldwide.com.

c. Reseller understands that because of the technical nature of the Products, the website design must display each Product’s features and benefits to assist consumers with purchase decisions. The design should allow consumers to match the Product’s technical applications and features to their specific needs.

d. If a Product is dropped from Reseller’s assortment or will be unavailable for more than 30 days, Reseller may not display the Product on Reseller’s website(s).

e. Close-out items must be kept segregated from in‐line, full price items and clearly identified as “DISCONTINUED”.

f. Reseller will have effective systems, policies, and services in place to ensure that the needs of the consumer and of PMI are being met. Specifically, Reseller will have the ability to provide the following services:

i. Assist consumers with Product warranty issues, either with appropriate information relative to filing a freight claim, or providing assistance in the repair or replacement of the warranted Product.

ii. Instantly confirm online orders with an order number and information on order delivery.

iii. Provide consumers with numerous ways to contact Reseller for follow‐up on an order, including e‐mail, toll free calls, fax, or letters.

iv. Provide a dedicated Internet support team to respond to consumer inquiries within 24 hours. v. Provide “shop by brand” and brand logo features on Reseller’s website(s).

vi. Ensure PCI compliance and adhere to industry-standard e-commerce security and fraud protection for all approved commerce-enabled websites. vii. Publish and maintain a publicly accessible privacy policy.

viii. Ensure industry-standard e-commerce security and fraud protection measures are in place, and that those protections measures comply with applicable, federal, state, and local laws and regulations.

4. Use and Protection of PMI Intellectual Property. Reseller may not use any designs, trademarks, patents, service marks, trade names, commercial symbols, trade secrets or confidential information of PMI (collectively, “PMI IP”) except as permitted by PMI in writing, Reseller will refrain from challenging the rights claimed by PMI in the PMI IP or assisting any others in doing so. Reseller shall not register any domain names, establish any business or use social media usernames/account names that contain the Stanley, Aladdin® or Slant® name or any PMI IP. To ensure compliance with this policy, Reseller shall only use pre-approved marketing materials for all Products.

5. Compliance with Laws and PMI Policies. Reseller will not take any action detrimental to the reputation or integrity of PMI, its brands or the Products. Reseller must (i) comply with all applicable laws and all then-current PMI policies, price lists and terms of sale (“PMI Policies”), (ii) provide a level of sales support and customer support for its customers that, at a minimum, demonstrates industry best practices, and (iii) comply with any PMI request relating to any law, regulation or recall of the Products.

6. Modification of PMI Policies and Approvals. At any time and without prior notice, PMI may modify any of the PMI Policies and rescind any of the approvals provided by PMI, with each such modification or rescission becoming effective immediately or as designated by PMI.

7. Account Setup. Resellers seeking a line of credit are required to submit a signed and completed PMI New Account application along with current financial statements, list of trade references (minimum of 3), and bank references. If Product is intended for resale and order is shipped within the U.S., then a signed Resale Certificate is required. Actual processing of new account application can take up to 2 weeks from date of receipt. Reseller may choose to prepay their initial order until a final credit decision is made. Resellers that have not ordered within one year will be subject to an updated credit review before new orders can be released. PMI reserves the right, at its sole discretion and without notice, to cancel all available credit. Reseller must notify PMI in writing of any change in ownership or business name under which credit is established. PMI reserves the right to require a personal guaranty or guaranties from the owner(s) of Reseller.

8. Payment. PMI accepts Visa, MasterCard, check, ACH & wire. For security reasons, do not fax, email, or leave a voicemail with credit card information. PMI shall have no liability for losses incurred as a result of such communication. Instead, call PMI and a Customer Service Specialist will ensure that the transaction is completed in a secure manner. If prepaying with a check factor 5 days for payment to clear before order ships. NSF checks and stop payments are subject to US$30 service charge.

9. Cancellations. All cancellation requests must be made in writing and received by PMI at least 2 business days before scheduled ship date (SSD). Cancellation requests that are received within 2 business days of scheduled ship date are subject to a 15% restocking fee.

10. Terms & Invoicing. If trade credit is granted, base terms are Net30 days from invoice date unless otherwise agreed to by PMI’s Credit Team. Account must always be in good standing to maintain trade credit terms. If a quick pay terms discount was agreed to then payment must be received on or before date stipulated for the discount to apply. For Resellers not set up with EDI, all invoices will be emailed to the A/P email address provided. Invoices are deemed received unless a delivery failure notification is received.

11. Delinquent Accounts. An account is presumed abandoned if there is no activity for one year. Any unpaid balance beyond the negotiated terms is considered delinquent and may result in account being put on credit hold. PMI reserves the right to use a collection agency in the event of delinquencies or other matters that cannot otherwise be resolved to PMI’s satisfaction. Reseller will be obligated to pay the full balance, plus interest thereon, at the highest rate permitted by law, together with all reasonable attorneys’ fees, collection fees and related expenses incurred by PMI.

12. Freight; Minimum Orders. Unless otherwise agreed, all orders ship “FOB PMI’s warehouse”. Accordingly, Reseller takes ownership of goods at PMI’s factory/ warehouse location and is responsible for transportation to their final destination. If Reseller’s preferred carrier account number is not provided when ordering, freight will be added to the invoice. There is a minimum order amount of $200. All orders must be in full case packs.

13. Reseller Inspection of Goods Reseller is under an obligation to inspect the Products immediately upon receipt for correctness, completeness and conformity. Incorrect, incomplete or nonconforming Products must be reported to PMI in writing within seven (7) days from the date of delivery of the Products. Failure to notify PMI of any dispute with respect to defective goods or billing shall constitute a waiver of all such disputes and Reseller shall be deemed to have accepted the Products. Upon timely written notice from Reseller, PMI will correct incorrect and/or incomplete orders at its own expense. For nonconforming Products, PMI, at its sole discretion, will (i) repair the Product or part thereof; (ii) furnish a replacement product or affected part thereof; (iii) issue a refund in an amount equal to the original selling price for the Product; or (iv) deny the claim according to those terms.

14. Return Policy. All sales are considered final unless otherwise agreed to. If a return is approved, then it will require a Return Merchandise Authorization (“RMA”) number which can be obtained by contacting our Customer Service Department at 1-800-456-1233 or customerservice@pmi-worldwide.com. Any unauthorized returns will be subject to a 15% restocking fee. Requests for an RMA must be made within 30 days from the invoice date. Once issued an RMA number will be valid for only 60 days. If the Product is not returned within the 60-day timeframe the shipment will be refused and refund denied. RMA numbers will not be extended or reissued. Reseller is responsible for shipping charges on returned items, assumes all risk of loss, and is responsible for ensuring that the Product and its packaging arrives in resalable condition. Product or packaging that arrives damaged will be refused and refund denied. PMI recommends that all shipments have full insurance coverage.

15. Damage Policy. All claims for defective merchandise must be made by contacting our Customer Service Department at 1-800-456-1233 or customerservice@pmi-worldwide.com, within 15 days of receipt of goods. Claims resulting from shipping damage must be filed with the carrier.

16. Deductions. All deductions must first be authorized by PMI prior to be being taken from payment. Deduction requests along with supporting documentation can be sent to creditdept@pmi-worldwide.com. All deductions are subject to verification and research. Any deduction proven invalid will be denied. If the invalid deduction has already been taken from payment, then it will be counterclaimed, and payment is expected within 30 days from the date of counterclaim. Deductions in dispute may affect the processing of new orders.

17. ECOA Notice The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income devices from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this creditor is the Federal Trade Commission, Division of Credit Practices, 6th Street and Pennsylvania Avenue, NW, Washington, DC 20580.

18. Electronic Signatures. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereby waive any objection to the contrary.

19. Termination of Agreement. Either Reseller or PMI may terminate this Agreement, with or without cause, effective thirty (30) days after receipt of notice or, in the case of a material breach, effective the date designated in such notice, but no sooner than the date of such receipt. Upon termination, Reseller shall cease use of all PMI IP, except as necessary to sell Reseller’s then-current inventory of the Products; provided, however, that PMI may elect to buy such inventory from Reseller at the price paid to PMI.

20. Miscellaneous Items. Assignment of this Agreement by Reseller without the prior written consent of PMI is void. The relationship between the parties is that of independent contractors, and Reseller shall have no authority to bind PMI. This agreement shall be governed by and interpreted under Washington law without regard to that state’s conflicts of law provisions, and all disputes shall be heard in federal court in King County, Washington. This Agreement constitutes the entire understanding of the parties and supersede all agreements and representations between the parties, either oral or written, and are not subject to any rule of strict construction. No failure by PMI to exercise any of its right(s) will constitute a waiver or limit any enforcement. Reseller agrees that PMI and authorized distributors may without liability cancel any pending orders (even if accepted) from Reseller and refuse to accept any new orders from Reseller. Each notice described in this Agreement must be in writing and is considered effective when received or refused (whether posted on a PMI website or sent via mail, email, courier, fax, bike messenger, or otherwise). Any additional provisions from Reseller inconsistent with this Agreement are deemed stricken, unless expressly adopted in a written supplement signed by the parties.