Authorized Dealer Program & Wholesale Account Application

DEALER AGREEMENT

This Dealer Agreement (“Agreement”) is entered into by and between FDEZ WERX LLC (“FDEZ WERX”), as supplier/manufacturer, having its principal place of business at 7136 Weddington Rd STE 108, Concord, NC 28027, and the dealer described below (“Dealer”).

APPOINTMENT

In consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. FDEZ WERX appoints Dealer to sell FDEZ WERX products throughout the United States, excluding US Military and/or US Government, in accordance with this Agreement. Dealer is not an agent and may not assign, sub-contract or license any of its rights or obligations under this Agreement.
2. The parties acknowledge that the name and reputation of FDEZ WERX and Dealer constitute valuable assets to each, and both FDEZ WERX and Dealer shall conduct their respective operations ethically and strictly in accordance with the letter and spirit of all applicable federal, state, and local laws to ensure lawful and responsible firearms and accessory sales and resale practices.
3. During the term of this Agreement, and providing that Dealer meets its obligations hereunder, Dealer is authorized to represent that it is a “FDEZ WERX Dealer,” and is further authorized to use as selling aids the FDEZ WERX logo, trademarks, brands and/or names identifying FDEZ WERX products.
4. Dealer may use FDEZ WERX names, logos, and trademarks (the “Marks”) only to identify and promote genuine FDEZ WERX products, and only in a manner consistent with any brand guidelines FDEZ WERX provides. Dealer may not: (a) alter the Marks or combine them with any other mark; (b) use the Marks in Dealer’s business name, domain names, or social media handles; (c) register the Marks or any confusingly similar mark; or (d) use the Marks in any misleading way or on any product that is not a FDEZ WERX product. All goodwill from Dealer’s use of the Marks belongs to FDEZ WERX. Dealer must stop all use of the Marks upon termination of this Agreement.
5. This appointment is non-exclusive. FDEZ WERX may appoint other dealers in any area. Dealer is an independent contractor, and nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship between the parties.

DUTIES

Dealer shall:

1. Adhere to the sales and safety policies common to this particular industry in selling FDEZ WERX products and that may be expressed by FDEZ WERX, as it deems necessary from time to time, including those to further promote lawful and responsible sales and safety practices for FDEZ WERX products.
2. Provide sales, service and market reports regarding FDEZ WERX products as FDEZ WERX may reasonably request.

ORDERS POLICY

Orders will be accepted according to pricing on the most current FDEZ WERX Price Sheet (the “Price Sheet”), attached as Exhibit A. The current version of the Price Sheet is effective 09/30/2026 and may be updated as provided in this section. FDEZ WERX will provide at least thirty (30) days’ notice prior to any change to the Price Sheet. An initial minimum order of $2,500 is required to set up a Dealer account. Each subsequent order has a $1,000 minimum. Items listed on the Price Sheet with a pack quantity must be ordered in multiples of that pack quantity. All prices on the Price Sheet are per unit.

ORDER REVISIONS

Changes to existing orders must be received in writing 7 business days prior to the requested ship date. Changes or cancellations to special orders may receive a 20% restocking fee.

RETURNS

Merchandise cannot be returned without the permission of FDEZ WERX. Dealer must report any shortage or shipping damage to FDEZ WERX in writing within five (5) business days of delivery. All return requests must be made within thirty (30) days of delivery. Authorized returns must include an RMA (Return to Manufacturer Authorization) number upon receipt. Non-defective returns, non-authorized returns, or returns requiring repackaging may be assessed up to a 20% restocking fee, if FDEZ WERX chooses to accept the return. Defective products will be handled under the FDEZ WERX limited warranty (see “Warranty & Limitation of Liability” below) and are not subject to a restocking fee.

SHIPPING TERMS

Dealer orders will be shipped in the best manner determined by FDEZ WERX. Orders of $2,500 or more will qualify for free shipping, excluding serialized products. FDEZ WERX will invoice Dealer for shipping costs upon shipment, or Dealer may provide a UPS account number to bill to.

PAYMENT TERMS AND AUTHORIZED CREDIT CHECKS

FDEZ WERX shall invoice Dealer for any products sold to Dealer under this Agreement at the time of order for prepaid orders, or upon shipment of such products for accounts with approved credit terms. Unless and until FDEZ WERX approves credit terms for Dealer in writing, all orders must be prepaid by credit card, ACH, or wire transfer. Approved accounts may receive Net 30 terms. Dealer shall pay all amounts due under this Agreement to FDEZ WERX by the payment method and within the period specified by FDEZ WERX (as recorded on the accepted purchase order).

CREDIT

Credit terms are subject to FDEZ WERX’s written approval. Discounts are not valid on promotional pricing. FDEZ WERX reserves the right to suspend all shipments of its products if Dealer fails to make any payment when due. With notice to Dealer, terms and timely payment discounts may be applied at any time.

MINIMUM ADVERTISED PRICE (MAP) POLICY

MAP POLICY: FDEZ WERX products are highly sought-after for their advanced craftsmanship, design, technology and quality. FDEZ WERX’s MAP (Minimum Advertised Price) policy is designed to protect the financial health of FDEZ WERX constituents. No FDEZ WERX products may be advertised for sale below the MAP price shown on the Price Sheet, except as agreed upon in writing. Advertising is considered any presentation, offer or solicitation for purposes of sale of FDEZ WERX products by Dealer external to Dealer’s physical place of business. This MAP policy applies to products priced for sale online, up to the point that a financial transaction has occurred. In addition, online selling procedures (e.g., “add to cart”) cannot advertise or imply that doing so will reduce the price advertised online below MAP.

PENALTY OF MAP POLICY VIOLATION: If Dealer advertises a MAP-protected product below the MAP price, FDEZ WERX reserves the right to suspend all shipments of products to Dealer and/or refuse to accept future orders. For a first MAP violation, FDEZ WERX will give Dealer a written warning, and Dealer will have five (5) business days after the warning to cure the violation. Nothing in this section limits FDEZ WERX’s right to suspend shipments, refuse orders, or terminate this Agreement under the “Termination and Right of Repurchase” section, including for a first violation.

COMPLIANCE

Dealer is responsible for knowing and complying with all federal, state, and local laws that apply to its purchase, advertising, sale, and shipment of FDEZ WERX products, including state and local restrictions on items such as threaded barrels and compensators. Dealer will not sell FDEZ WERX products to any person who is prohibited by law from buying or possessing them. FDEZ WERX may refuse to ship restricted items to certain states.

FDEZ WERX products are subject to U.S. export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR), as applicable. Dealer will not export, re-export, or transfer any FDEZ WERX products outside the United States.

Dealer shall keep all licenses required for its business current, including its Federal Firearms License (FFL) and, if applicable, its Special Occupational Tax (SOT) status. Dealer shall notify FDEZ WERX in writing within ten (10) days if Dealer’s FFL or SOT lapses or is revoked.

WARRANTY & LIMITATION OF LIABILITY

FDEZ WERX products are covered only by FDEZ WERX’s published limited warranty. Dealer may not make any additional warranty, guarantee, or representation about FDEZ WERX products.

TO THE EXTENT ALLOWED BY LAW, FDEZ WERX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE EXTENT ALLOWED BY LAW, FDEZ WERX IS NOT LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND FDEZ WERX’S TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT INVOLVED.

FDEZ WERX products should be installed by a qualified gunsmith or a knowledgeable user.

INDEMNIFICATION

Dealer shall indemnify, defend, and hold harmless FDEZ WERX and its owners, officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Dealer’s sales practices; (b) any installation or modification work performed by Dealer or its personnel; (c) any misrepresentation made by Dealer; or (d) Dealer’s violation of any law.

TERM

This Agreement shall be in force and effective for 12 months from the date signed and will automatically renew every year unless terminated in accordance with the “Termination and Right of Repurchase” section of this Agreement.

TERMINATION AND RIGHT OF REPURCHASE

Either FDEZ WERX or Dealer may, with or without cause, terminate this Agreement at any time by giving thirty (30) days’ written notice to the other party. Upon termination, FDEZ WERX shall have the exclusive right (but not the obligation) to purchase from Dealer at Dealer’s original invoice price, minus any discounts or free shipping given, any or all (as FDEZ WERX may elect) of Dealer’s inventory of FDEZ WERX products.

ASSIGNMENT AND SUCCESSORS

This Agreement shall not be assignable, in whole or in part, by Dealer without prior written consent by FDEZ WERX. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the permitted assigns and successors of the parties. Notwithstanding any other provision of this Agreement, if the ownership, management, or control of Dealer is changed in any material manner, Dealer shall promptly notify FDEZ WERX in writing of such change, and FDEZ WERX may, at its option, treat such change as an assignment or attempted assignment of this Agreement by Dealer. FDEZ WERX intends by the foregoing provision to ensure, among other things, the quality and competence of its dealers in order to promote lawful and responsible firearm components sales and safety practices.

NOTICES

All notices under this Agreement must be in writing. Notices may be sent by email to the email address each party has on file with the other (for FDEZ WERX, info@fdezwerx.com), or by mail to FDEZ WERX at the address shown at the top of this Agreement and to Dealer at the billing address shown above.

SEVERABILITY

If any portion of this Agreement is deemed void, voidable or unenforceable by a court of competent jurisdiction, all remaining portions thereof shall nevertheless remain valid, binding and enforceable.

WAIVER

Waiver by FDEZ WERX of any provision of this Agreement on one or more occasions of default by Dealer shall not act as a waiver of such provision on any future occasion of Dealer default.

FORCE MAJEURE

Neither party shall be liable for delay in performance of this Agreement due to forces beyond the party’s control, including but not limited to acts of God, fires, and acts of war or intervention by any governmental authority, and each party shall take reasonable steps to minimize or avoid such delay.

ENTIRE AGREEMENT

This Agreement, including Exhibit A (the Price Sheet), constitutes the entire agreement between the parties with respect to the purchase and sale of FDEZ WERX products and shall not be modified except in writing signed by both parties, except that FDEZ WERX may update the Price Sheet as provided in the “Orders Policy” section. This Agreement cancels and supersedes all current and former agreements between FDEZ WERX and Dealer for the purchase and sale of any FDEZ WERX products.

CHOICE OF LAW AND VENUE

This Agreement shall be interpreted in accordance with the laws of the State of North Carolina. Any lawsuit arising out of or relating to this Agreement shall be brought only in the state or federal courts serving Cabarrus County, North Carolina, and each party consents to the jurisdiction of those courts.

COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be signed in counterparts, each of which is an original and all of which together are one agreement. Signatures delivered electronically, including by PDF or through an electronic signature service, are as valid and binding as original signatures.

IN WITNESS WHEREOF

The parties hereto have executed this Agreement as of the date signed below. (Subject to final review and countersignature/activation by FDEZ WERX LLC.)

EXHIBIT A – CONFIDENTIAL DEALER PRICE SHEET

The confidential FDEZ WERX Dealer Price Sheet (Exhibit A) is provided directly to approved dealers upon verification of business credentials and approval of this Agreement, and is automatically applied to your storefront account on fdezwerx.com once activated.