TERMS & CONDITIONS

Terms & Conditions

Effective May 25th, 2026

The Company:

Legend Rubber Inc. (referred to as “LEGEND”, and “Company” throughout the agreement)

56957 Hwy 3 West

Tillsonburg ON, N4G 4G8

The Dealer:

(Referred to as “Dealer” and “Customer” throughout the agreement)

AGREEMENT

1. This Agreement takes effect on May 25th, 2026, and remains in force until terminated by either party upon written notice to the other.

2. LEGEND reserves the right to update these Terms and Conditions at any time. Updated terms will be published at www.legendrubber.com/terms-conditions and take effect for all orders placed on or after the published effective date. Continued placement of orders following such publication constitutes acceptance of the revised terms. For changes that materially affect Dealer obligations, LEGEND will provide a minimum of thirty (30) days' written notice prior to the effective date.

GENERAL

All sales of Products are subject to these Conditions.

Any purchase order submitted by the Customer shall be subject to these Conditions. No additional or differing terms included in a Customer’s purchase order or other documents shall be binding on LEGEND unless expressly agreed to in writing by LEGEND.

The Customer’s receipt of the Products shall constitute its acceptance of these Conditions.

To modify these Conditions, both parties must sign a written agreement containing the modification and specifically referring to these Conditions.

No employee, agent, or representative of LEGEND is authorized to make any representations, statements, warranties, conditions, or agreements that conflict with these Conditions, unless such modification is made in writing and signed by a duly authorized officer of LEGEND. Any unauthorized representations, statements, warranties, conditions, or agreements shall not bind LEGEND nor form part of any contract between LEGEND and the Customer.

LEGEND reserves the right to change its Terms and Conditions of Sale at any time without prior notice. These changes will be available on our website. Unless otherwise modified pursuant to the section above, the Terms and Conditions published online shall govern.

DEALER GRANT

The Company hereby grants to the Dealer and the Dealer hereby accepts from the Company, the right to purchase, market, distribute, and re-sell products manufactured, produced, and/or sold by the Company (“LEGEND Products”) subject to all terms and conditions set forth in this Agreement and specific purchase order agreements.

Dealer shall:

· Market, advertise, promote, and sell Legend Products in a manner that always reflects favorably on Legend and the good name, goodwill and reputation of Legend and consistent with good business practice, in each case using its best efforts to maximize the sales volume of Legend Products.

· Dealer must display Legend Rubber on their website including logo, link, and approved product descriptions.

· Dealer must respond to inquiries within 48 hours.

· Dealers agree not to advertise products below MAP set by LEGEND. Applies to all public pricing including websites and marketplaces. Violations may result in suspension or termination.

· Maintain a place or places of business, including adequate office, storage, and warehouse facilities and all other facilities as required to perform its duties under this Agreement.

· Have sufficient knowledge of the industry and each product – including specifications, features, and benefits – to effectively explain in detail to Customers the differences between these products and competing offerings.

· Observe all directions and instructions given to it by Legend in relation to the marketing, advertisement, and promotion of the Legend Products, including sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by Legend.

· Not make any materially misleading or untrue statements concerning Legend or the Legend Products, including any product disparagement or "bait-and-switch" practices.

· Promptly notify the Company of any complaint or adverse claim about any product or its use of which Dealer becomes aware.

PRICING POLICY

Prices, charges, discounts, allowances, and other terms of the sale shall be established and may from time to time be modified by LEGEND throughout the term of this Agreement.

Distributors and Dealers of LEGEND products may not publish and/or advertise pricing that is more than 10% below MSRP pricing. 10% below Manufacturer's Retail Suggested Price (MSRP) is the set Minimum Advertised Price (MAP) for all LEGEND products.

ORDERS & SHIPMENTS

If a product arrives damaged, it is required that you ‘sign for damage’ on delivery in order to process a Return Merchandise Agreement (RMA).

Return Policy Summary:

· Products must be returned within four (4) months of the purchase date.

· A 20% restocking fee applies to all returned items.

· Return shipping is to be arranged by the Customer.

· All RMAs must reference the Customer’s original purchase order (PO) number.

· Any custom parts are final sale and not eligible for return.

TERMS & PAYMENTS

All payments are to be made in accordance with the agreed payment terms as set forth in the written acknowledgement from the Company for each order. Notwithstanding any other provision of this Agreement or any purchase order or written acknowledgement to the contrary, the following terms and conditions shall apply to payments for orders of LEGEND products.

Standard Payment Options Include:

· Dealers are required to complete LEGEND’s credit application when setting up a dealer account. Upon receiving and verifying three (3) trade references, LEGEND will review the information and establish account terms. The standard payment terms are Net 30 days.

· Visa/Credit Card payment is required for first time orders, unless terms have been approved.

· From time to time, LEGEND may agree to special payment terms for first-time Customers. These terms may include a 50% payment prior to shipping, with the remaining 50% due within 30 days.

INVENTORY

The dealer is strongly encouraged to maintain a ready-to-go inventory to ensure prompt service to their customers. For example, LEGEND’s P4 AgriMats are a versatile option suitable for most crossovers and walkways, making them an ideal item to keep in stock.

WARRANTY

Refer to Product Sheets for Warranty Information.

For allowance on warranty claims, the original invoice must be presented. Please note that normal wear and tears are not covered under this warranty. In cases of defective materials, LEGEND will provide a replacement; however, maximum liability is limited to the original purchase price of the goods referenced.

INDEMNIFICATION

The Dealer agrees to save, defend, indemnify, and hold harmless the Company as well as its officers, directors, managers, partners, contractors, employees, agents and their successors, and assigns from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees, disbursements and courts costs), whether or not involving third-party claims (1) for injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of the Dealer, a third party acting for or with the Dealer, or the Dealer’s employees, agents, representatives, contractors or their successors or assigns, or (2) for the failure, breach or default by the dealer of any of the representations, warranties, covenants or other agreements of the Dealer contained in this Agreement. The indemnification shall survive the expiration or termination of this Agreement.

INSURANCE

The Dealer shall, throughout the term of this Agreement, maintain policies of insurance providing general comprehensive commercial and product liability coverage in a total aggregate sum of at least $1,000,000.

INDEPENDENT CONTRACTOR

The Dealer and the Company shall be deemed independent contractors for the purposes of this Agreement, and neither is an agent, employee, servant, partner or joint venture of the other Party. Neither Party shall have the right, power or authority to assume or create any obligation on behalf of the other Party.

DEFAULT AND TERMINATION

· Either the Company or the Dealer may terminate this Agreement effective immediately by notice in writing without liability to the other if the other is in material breach of this Agreement. If breach is remediable, the Party in breach has fifteen (15) days from the written notice to remedy the situation.

· In the event of termination of this Agreement for any reason, we expect signage and marketing materials be returned to the Company.

· LEGEND reserves the right to review dealer activity and terminate based on inactivity or insufficient engagement.

CONFIDENTIALITY

The Dealer warrants, covenants, and agrees to ensure that the Dealer, as well as any of its employees, agents, professional advisors, or consultants, shall maintain the confidentiality of any and all information, data, and materials that are not generally known or available outside the Company, as well as information, data, and materials generally treated as confidential by the Company.

The Dealer further acknowledges that any unauthorized disclosure of the Company’s Confidential Information may result in irreparable injury to the Company. As such, the Company shall be entitled to seek injunctive relief, in addition to any other legal or equitable remedies available under applicable law.

GENERAL PROVISIONS

· Assignment. Dealer may not transfer or assign this Agreement or any part thereof without the advance written consent of the Company.

The Company may assign this Agreement at any time without consent of the Dealer.

· Amendments. The Agreement between the Company and the Dealer covering the Products is set forth herein and any amendment or modification shall be in writing and shall be executed by duly authorized representatives in the same manner as this Agreement.

· Governing Law. For US Dealers, this Agreement shall be governed by the laws of the State of Minnesota without regard to the choice of law provisions, statutes, or rules thereunder. Venue for any dispute regarding this Agreement or any resulting order shall be Dakota County, Minnesota, and the Dealer expressly consents to the jurisdiction of Minnesota and federal courts in connection with this Agreement or any resulting order. The Dealer waives any other venue to which either party might be entitled by domicile or otherwise. For CDN Dealers, this Agreement shall be governed by the laws of the province of Ontario without regard to the choice of law provisions, statutes, or rules thereunder. Venue for any dispute regarding this Agreement or any resulting order shall be Oxford County, Ontario, and the Dealer expressly consents to the jurisdiction of Ontario and federal courts in connection with this Agreement or any resulting order. The Dealer waives any other venue to which either party might be entitled by domicile or otherwise.

· Severability. If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable or invalid in whole or in part, such findings shall not affect the validity of the other provisions of this Agreement or the remainder of the provision in question.