CPC/NXT GENERATION DEALER APPLICATION/AGREEMENT FORM
WE STAND BEHIND EVERY PRODUCT

We at CPC want you to be completely satisfied with all of the products we manufacture, every product we manufacturer meets the highest quality standard in the market; in most cases exceeds the quality of the original parts. In order to continue our long-standingtradition of value, we will keep bringing you the finest selection of Mustang/NXT Generation parts and accessories at the same competitive prices and quality that has made us a leader in the industry

PURPOSE
(This Agreement is to establish a relationship between Dealer and Company for the retail sale of Company’s products including parts and accessories therefore (hereafter called “Products”) and to establish the responsibilities of the parties. (This Agreement is to establish Dealer as a Dealer of Company with the exclusive or non-exclusive right to sell at retail Company’s Products, including parts and accessories therefore (hereafter called “Products”) in the trade area served by Dealer and to establish the responsibilities of the parties).

TERMS AND CONDITIONS OF SALE
All new accounts will be on Credit Card Terms ONLY. After the third stocking order we will review the account to be eligible for terms Net10. In the event of a check being returned or unpaid for any reason, the account terms will be placed on cash, credit card or cashier’s check only. Once approved for terms, any delinquent or past due accounts will jeopardize initial terms and can be adjusted; a service charge of 3% per month will charged on past due account. If dealer fails to make payments in compliance with terms, CPC may declare balance due immediately.

All sales are made in accordance with CPC/NXT Generation Standard Terms and Conditions of Sales; this may change without notice.

BUY IN INFORMATION
An initial buy in of $8500 is required of all new dealers. A valid federal tax ID must be sent in and kept on file. Dealer must maintain yearly purchases of $42,000. In the event that the goal is not maintained, a dealer may be dropped to “Jobber” level until the yearly goal is met.

ORDERING
Orders may be placed Mon-Thurs 8:00-4:30pm Friday 7:00-3:30pm by Telephone, Email, or Fax. For same day shipping place orders by 1:00pm (PT) Monday-Thursday and 12:00pm (PT) on Friday. Please use our part numbers to ensure accurate order fulfillment.

Our minimum order requirement is $500.00. Orders totaling less than this amount will be charged at “Jobber Level Pricing” and a $10.00 processing fee.

Telephone: (888) 225-7669

Fax: (909) 923-2868

Email: Sales@calponycars.com

DROP SHIPMENTS
A drop ship fee will be added to all drop shipments regardless of the total of the order; $8.00 anywhere in the United States and for International $13.00. SHIPPING How soon to expect your order? We usually ship the same day we receive your order, if placed before 1:00pm (PT) Mon-Thurs. and 12.00pm (PT) Fri. If an item is out of stock, we will inform you of the expected delay. Standard orders are shipped UPS Ground, unless otherwise requested by the dealer. **All orders will be shipped via UPS Ground, USPS, and Freight “provided” by CPC unless otherwise provided by dealer. On all shipments, shipping charges will be added to your invoice accordingly. ** If any shipping requires oversized custom boxes a charge of $5.00 will be added.

BACKORDERS
Should an item not be in stock when ordered, you will be notified; once the item becomes available, we will contact you before shipping. Backorders are automatically cancelled 30 days after they become available. We will do our best to honor all back-order pricing, but in some cases when we receive increases from our vendors that may not be possible. We will contact you via phone or email to notify you if there has been any price increase.

CREDIT
When credit is extended to Dealer, Dealer agrees that title to all Products with right of repossession for default shall remain with Company until the purchase price is paid in full. Credit will be extended to Dealer after execution and filling of security agreements and related documents satisfactory to Company. Company shall take reasonable measures to preserve the confidentiality of all such information within the Company. Failure by Dealer to promptly provide such information, or should Company otherwise deem itself insecure, Company may suspend or reduce Dealer’s credit limit, or to take any steps necessary to protect Company’s interest. Dealer shall permit persons designated by Company, during normal business hours, to enter Dealer’s place of business, to inventory Products at Dealer’s location and to examine, copy and audit all Dealer records and documents relating to the Products.

TRADEMARK PROTECTION
Dealer is authorized by the company to use Company’s name and trademarks in the normal course of distributing Company’s Products and performing related services under this Agreement. Dealer agrees not to use Company’s name as part of Dealer’s name or in any manner which would misrepresent the relationship between Dealer and Company. Dealer may represent itself as an “authorized dealer” of Company, and, with prior approval of Company, may use Company’s name and Product related trademarks on signs or other advertising or promotional material. Dealer’s authorization to use Company’s name and trademarks is limited and Dealer shall abide by restrictions and limitations imposed by Company from time to time. Upon termination of this Agreement, Dealer shall immediately cease representing itself as a dealer of Company and shall cease use of all Company names and trademarks and any signs or other material, of whatever nature, identifying Dealer as a dealer of Company shall be removed or obliterated.

RETURN & EXCHANGE POLICY
If you are not satisfied with your order, you must notify CPC within 10 working days after receipt of order. All legitimate returns must be issued a “Return Authorization Number” (RA#). All returns must be authorized in advance. Products must be in new condition, and we asked that it be shipped back prepaid, with a copy of the original invoice and RA# written on the outside of the box, within the 30 days of RA# given to the customer. Customer is responsible for insuring the return, and all freight charges.

**CPC WILL NOT ACCEPT FREIGHT COLLECT PACKAGES. **

All merchandise is in excellent condition when it leaves CPC. We make every effort to fill your order carefully and completely.

Merchandise is packaged to avoid damage and packages are insured for full value with respective carriers. Safe and proper delivery is responsibility of the carrier. Returns will be inspected and are subject to a 25% restocking fee unless exchanged for merchandise of greater or equal value.

CPC asks that you inspect your delivered boxes and parts immediately. If you see any damage to the outside of the box or any parts in the box, do not return the damaged parts to CPC. Notify the carrier immediately; save all packaging and materials contact CPC so the claim can be filed. Delays in notifying the carrier immediately can result in a loss. The carrier requires that you keep the original shipping boxes, materials and parts, for their inspection. If damaged material is returned to CPC without notifying the carrier, the carrier will not be responsible and your loss will not be covered. CPC is not responsible for damage occurring in shipping.

**WE CANNOT ACCEPT RETURNS ON SPECIAL ORDERS, AND PARTS IN WHICH PARTS HAVE BEEN USED, MODIFIED OR PAINTED**

WARRANTY
All CPC/NXT Generation products are warranted to authorize dealers in accordance with CPC / NXT Generation standard written warranty. Company Products are sold subject only to the applicable Company standard printed warranty in effect at the time of sale and such warranty shall be in lieu of all other warranties express or implied. Dealer is not authorized to assume, on Company’s behalf, any liabilities in connection with Dealer’s sale of Product other than as set forth in such Company standard warranty. Dealer shall indemnify and hold Company harmless with respect to any Dealer representation beyond those in such Company warranty.

**COMPANY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.**

NONEXCLUSIVE APPOINTMENT
Dealer’s appointment shall be nonexclusive, and does not constitute a grant of any specific geographic territory.

Company reserves the right to increase or decrease the number of authorized CPC/NXT Generation dealers in the vicinity of Dealer’s outlet or outlets for any reason and without prior notice to Dealer acknowledges that CPC/NXT Generation sells it products directly to the consumer from time to time and while not currently actively pursuing retail business CPC/NXT Generation reserves the unrestricted right to sell its products to both retail and wholesale purchasers.

DEALER SALES OBLIGATIONS

• Maintain an inventory of Products in keeping with the sales potential in the area served by dealer and satisfactory to Company.
• Aggressively promote the sale of Products from CPC, through, but not limited to, advertising, open houses, field demonstrations and other applicable gatherings using Company’s advertising and/or sales promotion material as provided by Company, and by participation in early order and other sales related programs offered by the Company.
• Extend to Dealer’s customers Company’s applicable standard printed Product warranty which is in effect at the time of retail sale. Dealer understands that no other warranty is expressed or implied.
• Set up Products following Company’s standard setup instructions and explain proper operating and safety instructions to Dealer’s retail customers, together with delivery of applicable written operating and safety instructions.
• Carefully store and care for all Products for which Dealer is indebted to Company under this Agreement and protect same for damage or loss from any cause. Dealer shall maintain insurance of the types, in an amount and non-cancelable without 10 days written notice to Company from the insurer, covering any such damage or loss, all satisfactory to Company.
• Encourage retail customers to use Company’s original equipment parts (OEM) in the repair and replacement of Products in order to maintain the Products performance and high quality. Dealer shall not represent non-OEM parts as Company OEM parts.
• Dealer must place a minimum stocking order of $1200 a month if this is not met you will be put into jobber pricing. (After three months of not placing a stocking order your account will be looked over to see if you will remain as a dealer.)

TERMINATION
Unless otherwise provided by applicable provincial law, either party may terminate this Agreement without cause and for any reason, upon not less than 3 days written notice give to the other party, provided that nothing contained herein shall prevent Company from immediately terminating this Agreement in the event of bankruptcy or insolvency of Dealer, Dealer’s failure to pay any amounts owing Company when due, Dealer’s failure to hold proceeds of the sale of Products and trust for Company, or Dealer’s failure to maintain satisfactory insurance with respect to Products. Upon termination for any reason, all amounts owed Company will become immediately due and payable.

LIMITATION OF REMEDIES AND LIABLITY
CPC/NXT GENERATION SHALL NOT BE LIABLE TO DEALER OR ANY PERSON FOR CPC/NXT GENERATIONS FAILURE TO FILL ANY ORDERS, FOR ERROR IN FILLING ORDERS, OR FOR ANY DELAY IN DELIVERY. CPC/NXT GENERATION LIABLITY TO DEALER FOR DEFECTIVE PRODUCTS IS LIMITED TO CPC / NXT GENERATION’S OBLIGATIONS UNDER ITS STANDARD WRITTEN WARRANTY. IN NO EVENT SHALL CPC/NXT GENERATION BE LIABLE FOR COST OF PROCUREMENT, SUBSTITUTE GOODS, LOSS OF PROFITS, OR FOR ANY OTHER SPECIAL CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED.

CPC/NXT GENERATION DEALER APPLICATION/AGREEMENT FORM

CREDIT CARD AUTHORIZATION FORM

Minimum Advertised Pricing Policy/Agreement

Effective January 1, 2016, a Minimum Advertised Price (MAP) on all California Pony Cars products will be in effect.

The MAP policy shall work under the following guidelines:

1. The Minimum Advertised Price for any CPC product shall not be less than 10% below the current Manufacturer’s Suggested Retail Price (MSRP) as published on the CPC price sheet. MAP pricing is established by CPC and may be adjusted by CPC at its sole discretion.
2. The MAP policy applies to all advertisements of CPC products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio, and public signage. 
3. The MAP policy is not applicable to: 1) any in-store advertising that is displayed only in the store and not distributed to any customer(s) outside of their store. 2) Any email newsletters sent to your customer database.
4. The inclusion in advertising of free or discounted products (whether made by CPC or another manufacturer) with a product covered by the MAP policy would be contrary to the policy if it has the effect of discounting the advertised price of the covered product below the MAP.
5. MAP applies only to advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual consumer within the dealer’s retail location or over the telephone. CPC dealers and sales representatives remain free to sell these products at any price they choose.
6. MAP does not establish maximum advertised prices. All dealers and sales representatives may offer CPC products at any price in excess of the MAP.
7. CPC's MAP policy does not in any way limit the ability of any dealer to advertise that “they have the lowest prices” or, they “will meet or beat any competitors price”, that consumers should “call for a price” or phrases of similar import as long as the price advertised or listed for the products is not less than MAP.
8. Dealer agrees to hold all trademarks and copyrights of California Pony Cars as the property of California Pony Cars and use advertising materials provided by California Pony Cars in an authorized manner only.
9. E-Bay and Other Auction Web Sites Policy:
   
   All pricing must meet CPC suggested retail in order to keep the value of our product. Intentional or repeated failure to abide by this policy will result in termination of dealership or sales representatives. CPC does not intend to do business with dealers or sales representatives who devalue the image of CPC and its products. It is CPC’s sole discretion whether or not to provide prior notice or issue warnings before taking any action under this policy.
10. Negotiated Contracts: From time to time it may be explicitly approved by California Pony Cars in writing to sell certain CPC products at below MAP pricing. The discount amount and length of time will be determined at the time of this approved promotion by California Pony Cars.
11. CPC may run a sale from time to time and in such case the MAP will be the same as the sale price on those particular items and on those particular dates. CPC will send out a notice in advance with details of the special.
12. Sales representatives of CPC products will supply a copy of the CPC MAP policy to any new or existing reseller to be filled out, acknowledged and returned to CPC. This form shall be signed and returned to CPC and in doing so, will bind the reseller to abide by the MAP and reseller requirements spelled out in this document.

MAP Agreement Confirmation

This MAP policy has been established by CPC to help ensure the legacy of CPC as a top Manufacturer of Ford Mustang Parts and to protect the reputation of its name and products. The MAP policy is also designed to ensure dealers and sales representatives have the incentive to invest resources into services for CPC customers. Please indicate your understanding of this policy and your willingness to abide by its terms and conditions by signing and listing the name of your company below