THE DEALER’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSES 13, 14 AND 19 OF THIS AGREEMENT WHICH SETS OUT IMPORTANT DETAILS AS TO HOW FOX’S LIABILITY IS LIMITED

1. PARTIES: This Dealer Agreement ("Agreement") is entered into by and between Fox Factory UK Limited, with its registered address at 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB ("FOX") and the Dealer ("Dealer").

2. CONSIDERATION: For and in consideration of the mutual promises and covenants set forth below, the parties hereby enter this Agreement effective as of the date last written below ("Effective Date").

3. BICYCLE REPAIR TERMS AND CONDITIONS: The RIDEFOX Bicycle Repair Terms and Conditions deal with the repair services that FOX offer to the end customer and are incorporated by reference. The terms can be found online here https://www.ridefox.com/tos.php?p=service-terms-uk-eu-eea but may be updated by Fox from time to time ("Bicycle Repair Terms"). The terms and conditions of this Agreement shall in all respects take precedence and govern all orders placed by Dealer and any different, conflicting or additional terms appearing on any order form or other communication from Dealer to FOX shall be void and have no effect. In the event of any inconsistency or conflict between the Bicycle Repair Terms and this Agreement, the provisions of this Agreement shall take precedence.

4. DUTIES OF FOX: Subject to the Dealer being in compliance with the terms under this Agreement, FOX shall make available repair and service of its branded products ("Products") to Dealer at a discounted price for Products submitted directly by Dealer for repair or service in line with its Bicycle Repair Terms.

5. DEALER’S OBLIGATION: In accordance with the Bicycle Repair Terms, Dealer agrees to pay for all repair and service charges incurred (including shipping charges, all other taxes, duties and customs where applicable) and to keep and a reasonably appropriate f sales location (as assessed by FOX at FOX’s discretion) and devote such time and capital as are required to successfully sell FOX Products. Dealer shall ensure that any communications with the end customer include the official FOX part number and product description as provided by FOX, where applicable.

6. ADVERTISING: Dealer shall not advertise FOX Products in any media, including, but not limited to, digital adverts, print adverts, websites, price lists, written and or faxed quotes without the prior written consent of FOX, but may confirm to end consumers that Dealer has a relationship with FOX and is an authorised entity able to help consumers repair and/or service their Products.

7. USE OF FOX’S INTELLECTUAL PROPERTY: Dealer is granted a limited, non-exclusive, non-transferable, royalty free, revocable license, during the Term of this Agreement, to use the FOX logo, associated trademarks, product designations and descriptions as supplied by FOX, in connection with its sales and servicing of FOX Products and as necessary for Dealer to refer to itself as an authorised FOX dealer. Dealer hereby recognises FOX’s exclusive rights in the FOX intellectual property, including but not limited to FOX’s trademarks, copyright and logos, and the goodwill attached thereto, and acknowledges and agrees that Dealer has no right, title or interest in or to any of such FOX intellectual property, except as specifically provided for in this Agreement or otherwise. Dealer agrees that any goodwill generated by the sale of FOX’s Products or services shall belong exclusively to FOX. Dealer shall: (a) preserve and promote the goodwill and reputation of FOX; (b) not disparage or bring into disrepute either FOX or any of its marks; (c) maintain the image and high quality of the FOX Products (where reasonably possible); and (d) avoid any activity detrimental to FOX’s interests therein.

8. CONFIDENTIALITY: Each party undertakes that it shall not during the Term of this Agreement, and for a period of three (3) years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by this clause 8. Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 8; and (b) as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority.

9. FOX DISCOUNT: During the Term of this Agreement and subject to Dealer meeting its obligations set out in clause 5 above, FOX will provide Dealer a flat twenty percent (20%) discount off all service parts only (excluding labour and shipping charges) for any repair or service initiated with its UK office, located at Unit B1, Kingswey Business Park, Forsyth Road, Woking, Surrey, GU21 5SA. There is no minimum commitment. For avoidance of doubt, FOX retains all rights to any applicable price lists and reserves the right to modify any price lists at any time without notice to Dealer. Dealer agrees that any price lists are provided "as-is" and FOX makes no representations or warranties to the accuracy or completeness of any price lists.

10. TERRITORY: Dealer is authorised to make and deliver sales of FOX Products only within the country of its corporate location, unless agreed otherwise in writing ("Dealer’s Territory"). For avoidance of doubt, Dealer is not an exclusive dealer of FOX Products in the Dealer’s Territory.

11. NO PARTNERSHIP: Dealer shall be deemed an independent contractor with respect to the work and services performed under this Agreement, including the relevant dealership, and shall not be deemed for any purpose hereunder to be an agent, employee, servant, or representative of FOX in the performance of the dealership or any part thereof. As an independent contractor, Dealer shall have no power or right to assume or create any obligation or responsibility, express or implied, or enter into any contracts or commitments, express or implied, on behalf of, or in the name of FOX and shall not make any contrary representation to any third party. Dealer shall not hold itself out as an agent, legal representative, employee, joint venture, partner or affiliate of FOX.

12. PROCESS, CANCELLATIONS AND RETURNS: To initiate a repair service with FOX, please follow the process set out here www.ukdealer.ridefox.com. Once the repair or service process has been initiated with FOX, Dealer is not able to cancel the service order. No returns will be accepted by FOX.

13. ORDER ACCEPTANCE: All orders for service or repair of FOX Products are subject to acceptance by FOX. Orders accepted by FOX will be filled on a commercially reasonable basis and shipped as promptly as practical. FOX does not represent or warrant to Dealer any continued availability of the FOX Products, and FOX shall not be liable for any loss or damage to Dealer in any way arising out of or by virtue of the failure of FOX to accept or fill any orders placed by Dealer for the repair or service of FOX Products due to unavailability, limited resource or otherwise. Nothing in this Agreement shall be construed to in any way limit FOX’s right to remove certain Products from its FOX Products line, or to change the specifications of, or to discontinue the sale of, any FOX Products.

14. FORCE MAJEURE: FOX will not be liable to Dealer if delayed in or prevented from performing its obligations hereunder due to Force Majeure. For the purposes of this clause 14, Force Majeure means an event beyond a party’s reasonable control which could not reasonably have been anticipated and avoided by a party, such as an act of God, strikes, riots, material shortages, transportation unavailability, pandemic, war, mechanical difficulties or the shortage or increase of price of raw materials.

15. TERM: This Agreement commences on the Effective Date and shall automatically renew for 12-month periods on the anniversary on the Effective Date, unless terminated earlier in accordance with this Agreement (the "Term").

16. TERMINATION:If Dealer breaches any material term or condition of this Agreement, FOX may terminate this Agreement with immediate effect. Either party may terminate this Agreement for convenience at any time during the Term by delivering to the other party written notice of such intention at least thirty (30) calendar days in advance of the effective date of the termination. If FOX terminates this Agreement, it will have the option to repurchase any current model year FOX Products that have been purchased by Dealer for the original Dealer’s purchase price. For purposes of this Agreement, a "current model year" product is a product that is, at the time in question, still offered in the FOX product line. In the event Dealer terminates this Agreement for convenience, Dealer shall pay all applicable amounts payable to FOX for all orders made prior to the date of termination.

17. RIGHTS RESERVED TO FOX: For avoidance of doubt, the Dealer is not awarded any exclusivity arrangements under this Agreement and FOX shall continue, in its sole discretion, to sell and service, directly or through third parties all of its Products, including products, to any party, including in the Dealer’s Territory.

18. PAYMENT: Invoices shall be promptly paid by Dealer in accordance with agreed upon payment terms by Dealer and FOX. In addition to any other remedy available to FOX, if any payment due under this Agreement is delayed for any reason, the account will be placed on hold until the outstanding amount is paid in full. Severely past due accounts will be referred to collections.

19. INDEMNIFICATION AND LIMITATION OF LIABILITY: Nothing in this Agreement excludes or limits FOX’s liability for death or personal injury arising from negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. Each provision of this Agreement shall be read as subject to the foregoing.

Dealer shall indemnify and hold FOX, each of its affiliates and each of its respective officers, directors, employees, agents, stockholders and its respective successors and assigns, jointly and severally, harmless from and against and in respect of all loss or damage resulting from any claim arising from any act or omission of the Dealer including, but not limited to: (a) any claims of infringement or violation of intellectual property rights of any third party; (b) any misrepresentation, breach of warranty or breach of any covenant or agreement made or undertaken by Dealer; (c) any violations of applicable law; and (d) any damages, injuries or casualties of any kind, by whosoever caused, to the person or property of anyone arising out of or resulting from any acts or omissions or strict liability of the Dealer.

Please refer to clause 19 of the Bicycle Repair Terms, which sets out circumstances where FOX’s liability to Dealer will be limited when providing the Dealer and end customer with its repair services.

FOX’s aggregate liability to Dealer under this Agreement is limited to One Hundred and Fifty British pound sterling (£150.00).

20. INSURANCE: Each party shall promptly obtain, and maintain in full force and effect for the duration of this Agreement, liability insurance sufficient to protect the other party against any and all losses, claims, damages, obligations, liabilities, costs and expenses with which it may be charged because of any damage or injury arising from any sale or use of any item of FOX’s Products.

21. NOTICES: Any notices to be served on either party by the other shall be in writing and sent by pre-paid registered post to: (a) FOX: FOX’s UK registered office address; and (b) Dealer: Dealer’s nominated office address as set out in the signature block of this Agreement, or such other address as is notified in writing by that party from time to time. Such notice shall be deemed to have been received by the addressee 72 hours after posting provided applicable evidence of posting is retained and produced on request.

22. MISCELLANEOUS: This Agreement may only be modified in writing. This Agreement shall be enforced and construed in accordance with the laws of England and Wales, without giving effect to any choice of law rules. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement. In no event do the parties intend that the United Nations Convention for the International Sale of Goods apply to any dispute arising out of, or related to, this agreement or the relationship governing the parties hereto. Any provision that is or becomes invalid, illegal or unenforceable will be removed, but that shall not affect the validity and enforceability of the rest of the Agreement, which shall remain in full force and effect. This Agreement is supplemental to and incorporates the Bicycle Repair Terms but supersedes any and all agreements either oral or written between the parties with respect to the subject matter herein and contains all the representations, covenants and agreements between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise have been made by any party or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement or promises not contained in this Agreement will be valid or binding. No variation of this Agreement shall be effective unless it is in writing and signed by the parties. No waiver of any right, remedy, power or privilege under this Agreement is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any right operates as a waiver thereof. The rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Agreement shall be null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Save for FOX’s affiliates, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The parties agree that FOX’s affiliates shall have the direct right to enforce the terms of this Agreement (including in respect of the indemnities at clause 19) but only insofar as such rights relate to matters which are relevant to the dealer discount arrangement under this Agreement. The parties agree that they may vary the terms of this Agreement or exercise any right of termination which may be available to them under this Agreement, without the consent of any FOX affiliate. For avoidance of doubt, FOX affiliates shall not be entitled to assign or otherwise transfer any of its rights under this clause. Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement. Clauses in relation to payment, notice, indemnification in this Agreement and this clause shall survive any expiration or termination of this Agreement. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.