THIS REBATE AGREEMENT (the "Agreement") is entered by and between Deckorators, Inc.(“Deckorators”), a Michigan Corporation and the Dealer ("Dealer") (collectively “Parties”).

1. Rebate. The rebate period is from January 1 to December 31 and the rebate will be calculated annually upon the close of Deckorators’ fiscal period (the "Rebate Period"). Invoices for product purchased January 1 through December 31 must be uploaded by December 31 of each year to be included in the Rebate Period for that year. The Rebate Period will restart every year on January 1 and Deckorators will not accept any invoices from the prior year.
   
   
   1. Deckorators will issue Dealer a rebate on the net amount of purchases from Deckorators during the Rebate Period (the "Rebate"). The Rebate will be calculated in accordance with the following percentages (freight charges shall be deducted and not considered for Rebate calculation): 
   
   

   Net Sales Dollars	Rebate %
   $0 - $299,999	1%
   $300,000 - $599,999	2%
   $600,000 - $999,999	3%
   $1,000,000 +	4%

   
   
   2. Dealer must be a stocking Dealer and meet the following minimum purchasing requirements on an annual basis:
      (i) purchase of six (6) full pallets of Deckorators Railing; and
      (ii) purchase of six (6) full units of Deckorators Decking (excluding Tradewinds Decking).
   
   
   3. Dealer must submit/upload invoices evidencing proof of purchase from any Deckorators Distributor
   
   
   4. Deckorators will issue a rebate check to the address on the submitted W9 form within a commercially reasonable time after the expiration of the Rebate Period.
   
   
   5. Dealer will not take advantage of the Rebate by back loading purchase orders, ordering amounts in substantial excess of its forecast, inflating its forecasts, or otherwise taking any other similar action.
   
   
   6. The Rebate will become due and payable only to the extent that:
      (i) Dealer has met the minimum stocking requirements as stated herein,
      (ii) Dealer has uploaded the required invoices by December 31 of the corresponding year, and
      (iii) Dealer’s account with a Deckorators Distributor (hereafter defined) is current, in good standing, and with no amounts past due as of the end of the Rebate Period.
   
   
2. Setoff Right.  To the extent that Dealer owes any Deckorators distributor, Deckorators Inc., or any of its parent, sister companies, affiliates or subsidiaries (collectively “Deckorators Distributor”) any past due amount when the Rebate becomes due and payable, then Deckorators, in its sole discretion, will have a right to setoff the Rebate owed against any such amounts owed to any Deckorators Distributor.


3. Term.  Unless terminated as provided herein, this Agreement shall remain in full force and shall renew annually, however only to the extent that Dealer meets all requirements as stated herein on an annual basis.


4. Termination.  Deckorators may terminate this Agreement at any time, for any reason (cause or no cause) and with no further liability to the Dealer upon providing ten (10) days advance notice.


5. Exclusions.  The Rebate is valid and available in the United States only. The Rebate expressly excludes Canada, Deckorators Tradewinds Decking, and any Deckorators products purchased through a Home Center as identified on Deckorators.com. Additionally, the Rebate is not available to any Dealer who is also enrolled in a similar Deckorators sponsored rebate program, including, without limitation, the Deckorators’ Certified Pro program.


6. Miscellaneous.  Except as expressly provided in this Agreement, all terms, conditions, covenants, rights, and obligations in any contract, purchase order, invoice, or other arrangement between Deckorators and Dealer will remain in full force and effect without any change due to this Agreement. This Agreement and all matters connected with this Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Michigan. The Parties agree that any lawsuit of any kind in any way arising from or relating to this Agreement shall be filed and maintained only in the Circuit Courts of Kent County, Michigan, or the Federal District Court for the Western District of Michigan. This Agreement constitutes the sole and entire agreement between the Parties regarding the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, and representations regarding such subject matter. If any term or provision of this Agreement is deemed to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other term or provision herein. Deckorators may modify, revise, amend, supplement, or suspend these terms at any time upon reasonable notice to the Dealer.