Non-Exclusive Distributor Agreement

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This Non-Exclusive Distributorship Agreement (“Agreement”) is made and effective this

______________ (Date), by and between (“Distributor”)

_________________________________________________________________________ (Name and Address) and

(“Manufacturer”) Cleveland Reclaim Industries dba Turtle Plastics Company, located at 7400

Industrial Parkway Drive, Lorain, Ohio 44053. Manufacturer desires to appoint Distributor, and

Distributor desires to accept appointment, as a non-exclusive distributor of Manufacturer’s

products as set forth herein. Therefore, in consideration of the mutual agreements and promises

set forth herein, it is agreed:

1. Rights Granted.

Manufacturer hereby grants to Distributor the non-exclusive right, on the terms and conditions

set forth herein, to purchase, own, inventory, promote and resell “Manufacturer’s Products” (as

defined below) and without a defined territorial area. Nothing herein shall prevent or prohibit

Manufacturer from selling any of Manufacturer’s Products to other distributors or directly to

customers.

2. Products.

The term “Manufacturer’s Products,” in this Agreement, shall mean the products, related service

parts and accessories manufactured and/or sold by Manufacturer in its published catalogs and

literature.

3. Terms of Sale.

All sales of Manufacturer’s Products to Distributor shall be made pursuant to this Agreement at

such prices and on such terms, as Manufacturer shall establish from time to time with at least

thirty (30) days written notice. All prices are FOB Manufacturer’s plant or warehouse location,

unless otherwise stated in this Agreement. Risk of loss due to damage or destruction of

Manufacturer’s Products shall be the responsibility of the Distributor after delivery to the carrier

for shipment. Manufacturer will select the shipper unless Distributor requests a reasonable

alternative. All orders are subject to acceptance by Manufacturer. Except as otherwise expressly

agreed by Manufacturer in advance, this Agreement shall control all aspects of the dealings

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between the parties with respect to the Manufacturer’s Products and any additional or different

terms in any Distributor order are hereby rejected unless the parties specifically agree to them in

advance of shipment and mutually sign another agreement to that effect.

4. Payment.

Unless acknowledged with prior written agreement between Distributor and Manufacturer, the

Distributor shall pay all charges due hereunder within thirty (30) days after the date of

Manufacturer’s invoice. Payment shall be made as shown on the invoice. Manufacturer may

impose a late payment charge of one percent (I.5%) per month on any overdue unpaid balances.

5. Marketing Policies.

Distributor will promote vigorously and effectively the sale of Manufacturer’s Products through

all channels of distribution, in conformity with Manufacturer’s established marketing policies and

programs. Distributor will use its best efforts to sell Manufacturer’s Products to aggressive,

reputable, and financially responsible dealers providing satisfactory consumer service

throughout Distributor’s primary marketing area. Distributor is authorized to enter into written

agreements with its dealers relating to the purchase, resale and service of Manufacturer’s

Products. The risk of collection from dealers, however, is entirely the risk undertaken by the

Distributor. The Distributor may not, under any circumstances, chargeback Manufacturer for

unpaid invoices by a dealer or dealers.

6. Distributor’s General Duties.

A. Distributor shall maintain a legal place of business, registered with local, state or country post

office and have a suitable showroom facility to display Manufacturer’s Products. Manufacturer,

may with written consent waive a showroom.

B. Distributor shall hire sales personnel or appoint representatives to introduce, promote,

market and sell Manufacturer’s Products. Distributor shall adequately train such personnel

and/or representatives. Distributor shall employ sufficient numbers of sales personnel and/or

representatives to market Manufacturer’s Products.

C. Distributor agrees not to engage in the distribution promotion, marketing or sale

of any goods or products that compete or conflict with Manufacturer’s Products. Distributor

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agrees to supply to Manufacturer a list of items handled by Distributor following Manufacturer’s

request to ensure that no conflict exists.

D. Distributor will make reasonable efforts to train, educate and otherwise provide reasonable

knowledge and informational assistance to its customers of the Manufacturers’ products.

7. Sales Policies.

A. Manufacturer may establish sales quotas, giving reasonable regard to past performance and

market potential of the manufacturer’s Products, from time to time. Distributor agrees to

employ sales personnel of demonstrated capacity to attain such quotas and consents to rewards

directly to such personnel by Manufacturer in recognition of superior performance.

B. Manufacturer will provide Distributor with merchandising assistance from time to time in the

form of advertising programs, product and sales training, and field sales assistance.

C. Distributor agrees to use such assistance in carrying out Manufacturer’s merchandising and

sales promotion policies.

8. Advertising Policies.

Manufacturer will cooperate with Distributor and its dealers in providing for continuous and

effective advertising and promotion of Manufacturer’s Products, and Distributor agrees at

Distributor’s expense to participate in, actively promote and faithfully comply with the terms and

conditions of such cooperative advertising and merchandising programs as Manufacturer may

establish and offer to Distributor from time to time.

9. Warranty Policies.

If any of Manufacturer’s Products are proven to Manufacturer’s satisfaction to have been

defective at time of sale to Distributor, Manufacturer will make an appropriate adjustment in the

original sales price of such product or, at Manufacturer’s election, replace the defective

product. Manufacturer shall provide to Distributor information with respect to Manufacturer’s

limited warranty extended to the original consumer of Manufacturer’s

Products. MANUFACTURER MAKES NO WARRANTY TO DISTRIBUTOR, OR ITS CUSTOMERS,

WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT

LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE.

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10. Indemnification.

A. Manufacturer agrees to protect Distributor and hold Distributor harmless from any loss or

claim arising out of inherent defects in any of Manufacturer’s Products existing at the time such

product is sold by Manufacturer to Distributor, provided that Distributor gives Manufacturer

immediate notice of any such loss or claim and cooperates fully with Manufacturer in the

handling thereof.

B. Distributor agrees to protect Manufacturer and hold Manufacturer harmless from any loss or

claim arising out of the negligence of Distributor, Distributor’s agents, employees or

representatives in the installation, use, sale or servicing of Manufacturer’s Products or arising out

of any representation or warranty made by Distributor, its agents, employees or representations

with respect to Manufacturer’s Products that exceeds Manufacturer’s limited warranty. Further,

in the event that any of Distributor’s dealers shall, with respect to any of Manufacturer’s

Products purchased from Distributor, fail to discharge the dealer’s obligations to the original

consumer pursuant to the terms and conditions of Manufacturer’s product warranty and

consumer service policies, Distributor agrees to discharge promptly such unfulfilled obligations.

11. Order Processing and Returns.

A. Manufacturer will employ its best efforts to fill Distributor’s orders promptly on acceptance,

but reserves the right to allot available inventories among distributors and end user customers

at its discretion.

B. Except for Manufacturer’s products that are defective at the time of sale to Distributor,

Manufacturer shall not be obligated to accept any of Manufacturer’s Products that are

returned. In the event such returns are accepted, Manufacturer may impose a reasonable

restocking charge.

12. Financial Policies.

Distributor acknowledges the importance to Manufacturer of Distributor’s sound financial

operation and Distributor expressly agrees that it will:

A. Maintain and employ in connection with Distributor’s business and operations under this

Agreement such working capital and net worth as may be required to enable Distributor

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properly carry out and perform all of Distributor’s duties, obligations and responsibilities under

this Agreement;

B. Pay promptly all amounts due Manufacturer in accordance with terms of sale extended by

Manufacturer from time to time;

C. Furnish Manufacturer with financial statements in such form as Manufacturer may reasonably

require from time to time for credit purposes; and

D. Furnish, at Manufacturer’s request, a detailed reconciliation of Manufacturer’s statements of

account with Distributor’s records, listing all differences, and showing net amount Distributor

acknowledges to be due Manufacturer.

In addition to any other right or remedy to which Manufacturer may be entitled, shipments may

be suspended at Manufacturer’s discretion in the event that Distributor fails to promptly and

faithfully discharge each and every obligation in this Section.

13. Use of Manufacturer’s Name.

Distributor will not alter any identification of manufacturers’ trademarks and tradename label on

its products, use, authorize or permit the use of, the name or any other trademarks or trade

names owned by Manufacturer as part of its firm, corporate or business name in any

way. Distributor shall not contest the right of Manufacturer to exclusive use of any trademarks

or trade names used or claimed by Manufacturer. Distributor may, subject to Manufacturer’s

policies regarding reproduction of same, utilize Manufacturer’s name, trademarks and logos in

advertising, on stationery and business cards, or on its website.

14. Relationship of the Parties.

The relationship between Manufacturer and Distributor is that of vendor and

vendee. Distributor, its agents and employees shall, under no circumstances, be deemed

employees, agents or representatives of Manufacturer. Distributor will not modify any of

Manufacturer’s Products without written permission from Manufacturer. Neither Distributor nor

Manufacturer shall have any right to enter into any contract or commitment in the name of, or

on behalf of the other, or to bind the other in any respect whatsoever.

15. Term and Termination.

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Unless earlier terminated as provided below, the term of this Agreement shall commence on

once the Agreement is executed and shall continue for one (1) year. At the end of the term, the

Agreement shall continue until terminated by either party on at least 30 days prior notice.

A. Manufacturer may terminate at any time by written notice given to Distributor not less than

thirty (30) days prior to the effective date of such notice in the event Manufacturer decides to

terminate all outstanding distributor agreements for Manufacturer’s Products and to offer a new

or amended form of distributor agreement.

B. Manufacturer may terminate this Agreement upon notice to Distributor on any of the

following events: (1) failure of Distributor to fulfill or perform any one of the duties, obligations

or responsibilities of Distributor in this Agreement, which failure not cured within thirty (30) day

notice from Manufacturer; (2) any assignment by Distributor of any interest in this agreement or

delegation of Distributor’s obligations without Manufacturer’s written consent; (3) any sale,

transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of a

material interest in the direct or indirect ownership or any change in the managers of

Distributor; (4) failure of Distributor for any reason to function in the ordinary course of

business; (5) conviction in a court of competent jurisdiction of Distributor, or of a significant

partner, principal officer or major stockholder of Distributor for any violation of law that, in

Manufacturer’s opinion, to affect adversely the operation or business of Distributor or the good

name, goodwill, or reputation of Manufacturer, products of Manufacturer, or Distributor; or (6)

submission by Distributor to Manufacturer of fraudulent reports or statements, including,

without limitation, claims for any refund, credit, rebate, incentive, allowance, discount,

reimbursement or other payment by Manufacturer.

16. Obligations on Termination.

On termination of this Agreement, Distributor shall cease to be an authorized distributor.

All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale,

become immediately due and payable;

A. All unshipped orders shall be cancelled without liability of either party to the other;

B. Distributor will resell and deliver to Manufacturer on demand, free and clear of liens and

encumbrances, such of Manufacturer’s Products and materials bearing Manufacturer’s name as

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Manufacturer shall elect to repurchase, at a mutually agree price, but not in excess of

Manufacturer’s current price to distributors for such products and materials, provided that

Manufacturer shall not be obligated to pay Distributor for any item originally provided free of

charge;

C. Neither party shall be liable to the other because of such termination for compensation,

reimbursement or damages on account of the loss of prospective profits or anticipated sales, or

on account of expenditures, investments, lease or commitments in connection with the business

or goodwill of Manufacturer or Distributor or for any other reason whatsoever growing out of

such termination.

D. In sum, both parties acknowledge that termination of this Agreement at some point is highly

probable and should be treated in the ordinary course of business with both parties exerting

their best efforts to end the relationship amicably.

17. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and

shall be given to the appropriate party by personal delivery or recognized overnight services

such as Federal Express.

If to Manufacturer:

Cleveland Reclaim Industries

7400 Industrial Parkway

Lorain, Ohio 44053

T: 440-282-8008

F: 440-282-8822

If to Distributor: (please provide address and contact numbers)

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18. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this

agreement shall not be deemed a waiver of any other right or remedy to which the party may be

entitled.

19. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties

and supersede any communications or previous agreements with respect to the subject matter

of this Agreement. There are no written or oral understandings directly or indirectly related to

this Agreement that are not set forth herein. No change can be made to this Agreement other

than in writing and signed by both parties.

20. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of Ohio and

any dispute under this Agreement must be brought in this venue and no other.

21. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in

either party, and do not alter any terms of this Agreement.

22. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or

unenforceable, then this Agreement, including all of the remaining terms, will remain in full force

and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

______________________________ ______________________________

Authorized Signature Name: Authorized Signature Name:

Title: Title:

Date: Date:

Manufacturer Distributor