GENERAL TERMS AND CONDITIONS - REVISED DEC 2023

DEALER CONSIDERATION TERMS:

RSG Offroad will review all dealer agreements and establish Dealers based on thegeographical location, distance from other RSG Offroad Dealers, population density of a givenarea, and the activity (sales generated) by the dealers around them. If the Dealer does notoperate a Brick and Mortar location, the Dealer must host a well-developed online store with high-resolution product photos and descriptions in addition to a large (100k+) social mediapresence.RSG Offroad has the sole discretion to grant Dealer status as they see fit with orwithout cause.

ONBOARDING AND TRAINING:

RSG Offroad is proud to offer an onboarding program consisting of a 15 to30-minute call todiscuss our general sales process, production process, lead times, MAP pricing, and mostimportantly answer any specific questions you may have about our procedures or products.

ORDERING:

All orders must be submitted in one of three ways:

DROP SHIP ORDERS:

All drop ship orders can be placed directly through RSG Offroad's website (www.wholesaleRSGOffroad.com) by the dealer and directly shipped to their customer. Dealer must select theproper drop shipping rate at checkout.

STANDARD ORDERS:

All standard orders can be placed directly through RSG Offroad’s website (www.wholesale.RSGOffroad.com) by the dealer where the order is shippedto the dealer-provided shop address. Dealers may select business-to-business shipping at checkout.

WHOLESALE/STOCKING ORDERS: Order quantity of 5 or more rock slider sets or combination of products.

Purchase orders can be emailed or called in.

If emailing, please email your Purchase Order to:

orders@RSGOffroad.com

If calling in your order, please call our main office and request a member of the sales team. The main office number to contact is:

720-523-3999

ORDER ACKNOWLEDGEMENT:

At no point should the dealer consider their order finalized until an order confirmation email complete with products, quantities, pricing, and an order number is emailed to the Dealeremail on file. Dealer must verify theorder entry. RSG Offroad will not be responsible forincorrect shipping addresses, order details, or any other items that result in customerdissatisfaction or additional incurred costs for either party. If an orderacknowledgment is notreceived by the Dealer within 2 business days, please call our main office line to resolve anyissue that may be holding up the order. All orders are fulfilled in a first in, first out manner andorders will not be expedited due to clerical errors by either party.

ORDER PAYMENT:

All orders will be paid in full via credit card at the time the purchase order is submitted. RSG Offroad will not offer terms on drop ship orders, standard orders, or wholesale/stocking orders.

UNAUTHORIZED RESALE:

It is not permissible for the Dealer to resell any RSG Offroad products through Amazon, eBay, Facebook Marketplace, Craigslist, or any other venue that is not the website hosted by the Dealer or the storefront in which they conduct business. Authorized Dealers are also at notime allowed to sell any RSG Offroad products to any other company or business without prior written approval from RSG Offroad.

FREIGHT AND SHIPPING POLICIES:

All shipments must be prepaid prior to the product(s) being loaded onto their respective carrier’s truck. RSG Offroad will only ship products to the United States, its territories and Canada. For shipments with a final destination of Canada, RSG Offroad will bill each parcel at the time of shipment in order to assess the most current shipping costs. RSG Offroad will not ship any palletized shipments to Canada. If a Dealer wants to ship RSG Offroad productsoutside of the United States, its territories, or Canada, the Dealer must organize the shippingand ship the necessary parcels from the Dealer’s facility. RSG Offroad will not ship items Internationally.

SHIPPING DAMAGE:

It is the responsibility of the Dealer to inspect all shipments received prior to signing for the package. Any damages to pallets, cartons, boxes, or any other parcels must be noted on the freight carrier’s bill of lading. If the contents of the shipment are damaged the Dealer must

notifyRSG Offroad immediately of the damages. It will be at the sole discretion of RSG Offroad whether it is best to replace, return, or complete the shipment based on any damagesincurred.

LIMITED WARRANTY:

RSG Offroad will warranty all products produced by RSG Offroad for our standard manufacturer warranty. RSG Offroad's warranty extends to the original retail purchaser of the product and no further. The original warranty will terminate when the original retail purchaser sells, donates, gifts, or otherwise gets rid of the product. Proof of purchase will be required for all warranty claims.

RSG Offroad will warranty all products within reason. Any changes, customization, or modifications to the original product that go outside of the recommended design, functionality, and use of the product without the express written consent of RSG Offroad will void allwarranty eligibility. It is the sole discretion of RSG Offroad to determine warranty eligibility.

RSG Offroad also sells products that compliments our lineup of products. For products not produced by, but sold by RSG Offroad we will refer you to the original manufacturer and their warranty process and procedures in order to take care of any products not produced by RSG Offroad RSG stands behind their products and will warranty any defects in materials or workmanship by repairing, replacing or otherwise resolving the problem as RSG Offroad deems fit. If RSG Offroad does not find that repairing or replacing the damaged product is a suitable option, we will issue a refund equal to the original purchase price less any incurredtaxes or shipping costs.

No warranty will be given for defects caused by normal wear and tear, cosmetic rust, scratches, accidents or for products that are not used in a manner that is of legal vehicle operation.

RSG Offroad's warranty will not include the powder coat or painted finishes.

RETURNS:

NEW PRODUCT RETURNS:

RSG Offroad reserves the right to accept or reject any returns on new products withor without cause. For any accepted returns, the retail customer will be held liable fora 25% restocking fee and the return shipping costs of the product(s).

A Return Merchandise Authorization (RMA) must be requested by the retail customer through the dealer before any products can be returned to RSG Offroad.

WARRANTY RETURNS:

Warranty Returns must be initialized through the Dealer in which the product was purchased. It is the responsibility of the Dealer to alert RSG Offroad of any warranty issues prior to shipping any product back to RSG Offroad will determine the best course of action for the warranty. If RSG Offroad determines the product must be returned to us for warranty purposes a Return Merchandise Authorization (RMA) must be requested by the dealer before any products can be returned to RSG Offroad.

BACK ORDERS:

RSG Offroad strives to ship all orders in an effective and timely manner. As such, some items may be back-ordered so as to not hold up a larger portion of the order if we deem fit. In theevent of a backorder, the Dealer can check their online portal and specific orders within tosee which items are or are not included in the shipment.

PRODUCT DESIGN:

RSG Offroad reserves all rights to change product design, specifications, and features at any time as we deem fit with or without notice to the Dealer or the customer.

INTELLECTUAL PROPERTY:

RSG Offroad maintains ownership of all brands, trademarks, logos, images, registrations, and all other intellectual, andpropriety information for all products under the RSG Offroad name. Trademark infringement and counterfeiting will be dealt with legal action with the venue taking place inside the state of Colorado and all other national/ international municipalities.

MAP PRICING POLICY:

RSG Offroad has adopted a Minimum Advertised Pricing (MAP) for all RSG Offroad-produced products. This revised policy has been laid into effect on June 31 ^st, 2023.

MAP pricing is equal to MSRP as listed on (www.RSG Offroad.com)

RSG Offroad strictly enforces all MAP pricing to prevent advertising that can lead to depreciation or degradation of the RSG Offroad brand, its products, and our trademarks. By adhering to our MAP pricing all RSG Offroad Dealers can benefit from a competitive yet level playing field in an effort to offer our customers a superior product at a common price.

For purposes of this MAP policy, ‘advertising’ is defined as any form of media including, but not restricted to forms of social media, print, radio, television (including YouTube), billboards, brochures, posters, catalogs, letters, coupons, e-commerce, internet, direct mail or e-mail solicitations, online auctions or any internet link to a website based shopping cart.

Any attempt to advertise RSG Offroad products at prices other than the set MAP/MSRP will result in immediate termination of this agreement with zero eligibility to sign up under the current Dealer name, a new Dealer name, or any other variation of the Dealer name.

CROSS PROMOTION WITH RSG Offroad AND DEALERS:

IftheDealer wants to run a promotion on RSG Offroad products, and list RSG Offroadproducts below MAP/MSRP, they can do so with prior written approval from the ownership team at RSG Offroad.

PRICING BREAKDOWN:

All dealer pricing is laid out below and will be strictly adhered to by both parties. All discounts are off MAP/MSRP pricing. Discounts are only applied to the MAP/MSRP pricing and will not be applied to freight charges.

Included Products – All items produced by RSG Offroad to include: RSG Armor, Mounts and Brackets, and any additional products bearing the RSG Offroad Logo.

Excluded Products – All third-party products offered on the RSG Offroad website to include but not limited to: Lighting, Traction Boards and any additional products NOT bearing the RSG Offroad Logo.

INSTALLER*	DEALER
DIRECT TO SHOP: 20%	DIRECT TO SHOP:*** 20%
DROP SHIP: 20%	DROP SHIP:*** 20%
NO MIN. BUY IN	NO MIN. BUY IN
MINIMUM ANNUAL PURCHASES: $ 5,000	MINIMUM ANNUAL PURCHASES: $5,000

*INSTALLER PRICING IS AVAILABLE AT NO BUY IN AND WITH NO ANNUAL MINIMUM PURCHASES HOWEVER IT IS STILL REQUIRED FOR ALL SHOPS TO PROVIDE RSG Offroad WITH A COPY OF THE DEALERS BUSINESS LICENSE/TAX ID/SELLER’S PERMIT. INSTALLER PRICING AND ORDERS WILL ONLY BE GRANTED VIA PHONE WITH A MEMBER OF OUR SALES TEAM.

**DISTRIBUTORS ARE CONSIDERED STOCKING DEALERS AND ALL ORDERS WILL SHIP VIA PALLETIZED FREIGHT DIRECTLY TO THE DEALERS PRIMARY WAREHOUSE.

SHIPPING BREAKDOWN:

All shipping pricing is laid out below and will be strictly adhered to by both parties.

DROP SHIP ORDERS	STANDARD ORDERS	WHOLESALE/STOCKING
Lower 48: SEE CURRENT MAP/MSRP LIST	Lower 48: SEE CURRENT MAP/MSRP LIST	Lower 48: Determined at time of shipping
AK, HI, PR: SEE CURRENT MAP/MSRP LIST	AK, HI, PR: SEE CURRENT MAP/MSRP LIST	AK, HI, PR: Determined at time of shipping
Canada: Determined at time of shipping	Canada: Determined at time of shipping	Canada: NOT AVAILABLE

*RSG Offroad reserves the right to use the freight/shipping companies and service level at their discretion. Any changes to service or provider requested by either the DEALER or their customers will be subject to review and possible additional costs.

CHANGES TO PRICING:

RSG Offroad reserves the right to change the pricing of its products at any time with a 30 day written notice to the dealers. An updated MAP/MSRP list will be sent to the dealer at thetime of any price change. The updated MAP/MSRP list will include both an ‘effective date’ and a ‘supersedes date’.

SALES AND PROMOTIONS:

RSG Offroad can and will host promotions on their products throughout the year. Promotions can include, but are not limited to, percentage discounts and free products withpurchase. During promotional periods hosted by RSG Offroad, Dealers will be able to mirrorthe promotion but will receive no additional incentives, price breaks, or otherwise.

FORCE MAJURE:

RSG Offroad shall not be liable or deemed to be in default for any delays in shipments orfailure in performance resulting directly or indirectly from any cause or circumstances beyondits reasonable control, including but not limited to acts of God, extreme and severe weatherand/or natural disaster, war or warlike conditions, terrorism, riot, embargoes, acts of civil ormilitary authority, fire, flood, accidents, strikes or labor shortages, sabotage, internet failure, or transportation facilities shortages.

This agreement may be terminated in writing with or without cause at any time by either party. In the event of such termination, RSG Offroad will deactivate the discount code and theDealer will be removed from (www.wholsaleRSGOffroad.com) ‘Authorized Installer’ page. The dealer will return any property/sales samples owned by RSG Offroad.

This agreement will remain in effect and renew annually unless terminated by either party. In the event of Legal Action by either party, the venue will be in the State of Colorado.

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(Authorized Signature of DEALER Representative)

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(Date)

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Brian Bates – CEO – EAS Tire & Auto

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(Date)

 

DR 0563 (08/30/13)

 

COLORADO DEPARTMENT OF REVENUE

 

Denver CO 80261-0013

 

Sales Tax Exemption Certificate

 

Multi - Jurisdiction

 

See page 2 for instructions

 

*130563==19999*

 

Last Name or Business Name		First Name					Middle Initial
Address
City				State	ZIP
I Certify That
Name of Firm (Buyer)
Address
City				State	ZIP
Qualifies As (Check each applicable item)
Wholesaler Retailer Manufacturer Charitable or Religious Political Subdivision or Governmental Agency Other (Specify)
If Other, specify here
1) and is registered with the below listed states and cities within which your firm would deliver purchases to us which are for resale or lease by us in the normal course of our business which is or 2) that such purchases are exempt from payment of sales or use tax in such states and cities because our buyer is:
Political Subdivision or Governmental Agency Charitable or Religious Otherwise Exempt By Statute (Specify)
If Otherwise Exempt By Statue, specify here
City or State	State Registration or ID Number		City or State			State Registration or ID Number
City or State	State Registration or ID Number		City or State			State Registration or ID Number
City or State	State Registration or ID Number		City or State			State Registration or ID Number
If the list of states and cities is more than six(6), attach a list to this certificate. I further certify that if any property so purchased tax free is used or consumed by the firm as to make it subject to a Sale or Use Tax we will pay the tax due direct to proper taxing authority when state law so provides or inform the seller for added tax billing. This certificate shall be part of each order which we may hereafter give to you, unless otherwise specified, and shall be called until canceled by us in writing or revoked by the city or state.
General Description of products to be purchased from seller
Under penalties of perjury, I swear or affirm that the information on this form is true and correct as to every material matter.
Authorized Signature (owner, Partner or Corporate Officer)			Title				Date (MM/DD/YY)

To Our Customers: