Authorized Dealer Agreement

M reserves the right to add, modify or delete any of the rules, conditions, benefits, or awards pertaining to any promotional, rebate, or discount program at
its sole discretion without notice.

D agrees to maintain adequate inventory, provide appropriate "First Call" warranty & back-up service on all products sold which are made by M. Factory
support is available after the first call process is complete.

2. GEOGRAPHIC COVERAGE: Both parties agree that this agreement reflects their mutual relationship only within the United States. D
agrees not to sell or ship outside USA. International business must be referred to M.

3. TRAINING: D agrees to make themselves available for at least two hours of product training, annually.

4. SALES & MARKETING: D agrees to make the following efforts to promote:
• Make sales presentations consistent with M's claims of performance on sales literature and not exaggerate any performance claims.
• Offer product sizing assistance to customers based on M's formulas & recommendations
• Offer "first call" support service to all customers to evaluate installation or performance problems
Marketing programs such as the Key Dealer and Co-op program will only be available to Authorized Dealers.

5. DEALER MINIMUM ALLOWABLE ADVERTISED PRICE POLICY (MAAP): D agrees to fully comply with "Minimum Allowable Advertised Price" policy as follows:
• No printed marketing/sales flyers, or Internet websites controlled by D will offer written pricing to the public below set MAAP prices. See the current MSRP and MAAP section for our basic product line.
• Advertised Price is defined as any published price on marketing or advertising pieces as well as any reference to price on a website or automatically generated email price quotes. This policy also applies to any prices listed on auction or shopping sites. Examples include, but are not limited to, Ebay.com, Yahoo.com, Amazon.com, etc.
• The second violation of the MAAP policy may exclude D from this program.
• See the MSRP and MAAP section for a current price list of our basic product line.

6. DEALER LISTING: Authorized Dealers will be listed on the AquaCal^® and AutoPilot^® websites under a Dealer Locator for consumers to access.

7. AUTHORIZED DEALER WARRANTIES: Warranties are only available to Authorized Dealers who sign and comply with this agreement:

Authorized AquaCal^® Dealer in Florida:
• HEATWAVE SUPERQUIET UNITS - 7 years parts; 5 years labor
• TROPICAL UNITS - 7 years parts, 3 years labor
• ALL OTHER HEAT PUMPS - 7 years parts, 2 years labor

Authorized AquaCal^® Dealer in Northeast*:
• ALL HEAT PUMPS - 7 years parts; 2 years labor
* Northeast includes CT, DE, MA, MD, ME, NH, NJ, NY, PA, RI, VA & VT.

Authorized AquaCal^® Dealer outside Florida and Northeast:
• ALL HEAT PUMPS - 2 years parts; 2 years labor

Unauthorized AquaCal^® Dealer:
• ALL HEAT PUMPS - No warranty

Authorized AutoPilot^® Dealer:
CHLORSYNC UNITS ONLY
• 3 years parts and labor

Authorized AutoPilot^® Dealer:
ALL OTHER AUTOPILOTS**
• 2 years or 8,000 hours (whichever comes first) parts and labor
**The Pool Pilot Eco Nano model strictly carries a 1 year parts only warranty, for Authorized Dealers.

Unauthorized AutoPilot^® Dealer:
• No warranty

8. CANCELLATION: Should M decide to cancel D as Dealer, 30 day written notice shall be given in advance, unless Local, State or National laws preclude such action. Such notice shall be provided in writing by "Registered Mail" to last known address of D.
In event of cancellation, M or local Distributor of M agrees to purchase all original stock (not used and in original packing material) at original cost from D and settle account within 60 days. D agrees to remove all reference to M's products from Internet websites or other marketing materials and return any sales materials in their possession within 30 days.
NOTE: Freight for returned goods will be prepaid by D. If D had purchased stocks from local AquaCal^®/AutoPilot^® Distributor, product can be returned to same source where originally purchased. No restocking charge will be applied.

9. BINDING ARBITRATION CLAUSE: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such action shall take place in Pinellas County, Florida. The laws of the State of Florida shall prevail.

10. CREDIT TERMS: In consideration for extension of credit, purchaser agrees to the terms of sale shown on each invoice. Purchaser
understands accounts with past due balances are automatically C.O.D. and future orders require an additional payment (minimum 20% of order total) which is applied towards the balance due. Accounts not paid according to terms bear interest thereafter at 18% per annum and all costs of collection, including attorneys' fees, are the obligation of the customer. Payment for C.O.D. accounts is expected at time of sale.

11. LENGTH OF THIS AGREEMENT: This agreement shall be in effect for two years. It shall automatically renew each year thereafter unless either party desires to revise or review. Any such desire to renegotiate shall be provided in writing 30 days prior to renewal date.