Exhibit 10.37


 





		First Name: Mike
	Last Name: Goedeker
	Job Title: Owner
	Web World User Id: mossw
	Hierarchy Code: 466559
	Authorization Status: Approved
	03/20/2014 15:34:03




 


SALES
AGREEMENT


 


Sales
Agreement has been signed by the user.


 


The
content of the agreement is below:


 


WHIRLPOOL
CORPORATION MAJOR APPLIANCES


RETAIL
DEALER SALES AGREEMENT


 


		1.	Agreement/Term.
This Retail Dealer Sales Agreement (this “Agreement”) is made by and between Whirlpool Corporation (“Whirlpool”)
and the undersigned (“Dealer”), and Whirlpool and Dealer acknowledge and agree to the terms and conditions contained
herein. The term of this Agreement will begin as of January 1, 2014, or the date on which Whirlpool accepts this Agreement, whichever
is later, and will end on December 31, 2014 (the “Initial Term”), unless it is terminated earlier as provided
for in this Agreement. Upon the expiration of the Initial Term, this Agreement
shall automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless either party provides
at least thirty (30) days prior written notice to the other party of its intent to terminate the Agreement (or the Agreement is
terminated otherwise as provided for herein). The Initial Term and each Renewal Term shall be collectively referred to as the
“Term.” This Agreement applies to all of Dealer’s Store Locations authorized by Whirlpool at any given
time and to all brands of appliances authorized by Whirlpool at any given time.



 


		2.	Products.
                                         Dealer is authorized to sell only the brands of appliances as authorized from time to
                                         time by Whirlpool (“Products”). As of the date of this Agreement, Dealer
                                         is authorized to sell the brands of appliances listed in the “Additional
Account Information” section of Dealer’s Whirlpool Web World account, which shall be updated from time to time to
reflect changes in Dealer’s authorized brands. Whirlpool reserves the right in its sole discretion to limit product lines
it sells to Dealer, to make Dealer’s right to purchase any product or product line conditional on additional requirements, or
to decide not to sell directly to Dealer. Whirlpool may require Dealer to comply with certain “Launch Terms,”
in connection with product launches, as a condition to buying the launched product from Whirlpool. Dealer agrees that its purchase
of a Product subject to Launch Terms is conclusive proof that Dealer accepts the applicable Launch Terms. No individual brand
purchase objectives have been established; however, Whirlpool requires that Dealer purchase a minimum of $25,000 annually in aggregate.
In addition, Dealer must floor at least six (6) KitchenAid branded major home appliances in at least 51% of its stores to be eligible
to sell KitchenAid brand Products.



 


By
written notice to Dealer, Whirlpool may amend this Agreement by authorizing Dealer to sell one or more additional appliance brands,
with the annual purchase volume objective for each additional brand (if applicable) being set forth in the notice. Dealer shall
be bound by the notice, and the additional brand(s) shall be “Products” for all purposes of this Agreement.


 


		3.	Authorized
                                         Customers/Locations.



 


		a)	Dealer
                                         is ONLY authorized to sell Products to END USE retail customers for use in the United
                                         States from:



 


		1)	Certain
                                         of Dealer’s retail store(s) as authorized from time to time by Whirlpool (“Store
                                         Locations”). As of the date of this Agreement, Dealer’s authorized retail
                                         store(s) are those listed in the above box.



 


		2)	Dealer’s
registered internet web site as authorized from time to time by Whirlpool (“Web Site”). The Web Site address
must include the name under which Dealer does business at the Store Location(s). No other web sites are authorized. As of the
date of this Agreement, Dealer’s authorized web site is listed in the above box.



 


		b)	Dealer’s
sales via the Web Site, or otherwise, shall be limited to END USE retail customers located within the geographic area in which
Dealer can provide, in Whirlpool’s sole judgment, comprehensive customer support and service (including but not limited
to in-store display, product delivery, and warranty service) from its Store Location(s). Web Site may not complete transactions
through a third party on-line marketplace or auction site.



 






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		c)	KitchenAid
                                         Products cannot be quoted, sold or shipped to any consumer located more than 150 miles
                                         from Dealer’s Store Location.



 


		d)	Notwithstanding
                                         anything to the contrary in this Agreement, Whirlpool reserves the right to further limit
                                         in its sole discretion Dealer’s authorized customers, locations, geographic area,
                                         means of product display and/or advertising, and use of the internet to advertise or
                                         sell any and all Products.



 


This
Agreement does NOT authorize Dealer to ship or sell Products to other dealers or to any parties other than the class of customers
authorized by this Agreement, or to sell the Products through any store locations or internet web sites other than those authorized
by this Agreement.


 


		4.	Promotional
                                         Support. Cooperative advertising funds may be available to assist Dealer in promoting
                                         the sale of Products, pursuant to Whirlpool’s Advertising Policy, a copy of which Dealer
                                         acknowledges that it has received and reviewed. Dealer may also qualify for promotional
                                         funding, trailing credit or other programs offered from time to time by Whirlpool. To
                                         qualify for any such program, Dealer’s account must be and remain current, Dealer
                                         must pay



 


Whirlpool
for an order before it is eligible, Dealer must satisfy any and all conditions for payment, including conditions specifically
required by the program, and Dealer’s claim must follow published program guidelines. If Dealer’s account has an outstanding
balance, Whirlpool may apply any amount due to Dealer pursuant to any such program to


 


Dealer’s
account. All Whirlpool trade customer programs are subject to the terms and conditions of this Agreement.


 


		5.	Merchandising
                                         and Other Dealer Obligations. Dealer shall use its best efforts to promote, maintain
                                         and increase sales of Products. To support Whirlpool’s sales program, Dealer shall:



 


		a)	Achieve
                                         or exceed Dealer’s purchase objectives for Products;



 


		b)	Advertise
                                         and promote Products according to merchandising principles that emphasize the value and
                                         quality of the Products and foster the goodwill of consumers toward the Products;



 


		c)	Operate
                                         any promotion or rebate program in compliance with any and all applicable laws and regulations,
                                         and ensure that no promotion or rebate program is identified as a manufacturer’s
                                         program or Whirlpool program unless agreed upon in writing by Whirlpool;



 


		d)	Maintain
                                         an attractive display of current Products to adequately merchandise each authorized brand
                                         of Products, and abide by the display requirements contained in any Display Agreement
                                         which may be agreed upon with Whirlpool (a copy of Dealer’s Display Agreement may
                                         be attached to this Agreement);



 


		e)	Install
                                         Products, or have Products installed, as specified in Whirlpool installation instructions;



 


		f)	Instruct
                                         customers in the proper use and operation of Products;



 


		g)	Maintain
                                         signs and insignia to identify clearly Dealer’s store as an authorized dealer of each
                                         authorized brand;



 


		h)	Provide,
                                         where possible, plumbing, wiring and venting for proper in-store demonstration of all
                                         the Products offered for sale by Dealer;



 


		i)	Maintain
                                         well-trained sales people who present Product features and benefits to customers;



 


		j)	Maintain
                                         a credit rating acceptable to Whirlpool;



 


		k)	Comply
                                         with all applicable laws and regulations;



 


		l)	Keep
                                         Whirlpool’s printed warranty and any other consumer literature packaged with the Products,
                                         and provide information regarding Whirlpool’s warranty upon request by customers;



 


		m)	Maintain
                                         an adequate inventory of current Products to serve customers;



 


		n)	Maintain
                                         adequate insurance;



 


		o)	Protect
                                         the confidentiality of information that Whirlpool marks or identifies as “Confidential,”
                                         such as price sheets;



 


		p)	Allow
                                         Whirlpool to review and audit Dealer’s sales records from time to time upon reasonable
                                         notice;



 


		q)	Upon
                                         request, provide Whirlpool information sufficient to notify Product customers in the
                                         event of Product-related issues; and



 


		r)	Maintain
                                         adequate means of communication, including at a minimum a telephone, facsimile, email
                                         account and internet service.



 


		6.	Internet
                                         Transactions. If Dealer chooses to do business in Products over the Internet
                                         at Dealer’s Web Site and is authorized by Whirlpool to sell over the Internet,
                                         such activity must comply with all of the requirements of this Agreement, in addition
                                         to the following requirements:



 


		a)	The
                                         Web Site must contain an attractive display of current products to adequately merchandise
                                         each authorized brand of Products.










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		b)	Any
                                         Product information on the Web Site must be displayed in at least 4 color graphics, must
                                         include Product features or benefits, must prominently feature logos as specified in
                                         Whirlpool trademark guides, and must include Product model numbers.



 


		c)	Product
                                         warranty information must be available on-line.



 





		d)	The
                                         Web Site must be easily navigable and consistently maintained to ensure accuracy of Product
                                         information and customer satisfaction.



 


		e)	The
                                         Web Site must clearly identify Dealer as an authorized dealer for each authorized brand
                                         of Products.



 


		f)	Dealer
                                         must have sufficient resources to ensure adequate customer satisfaction throughout the
                                         entire sales process. Customer service assistance must be available at least 6 days per
                                         week for at least 9 hours per day.



 


		g)	Dealer
                                         shall ensure that the Web Site content is not misleading and that it complies with all
                                         applicable laws and regulations pertaining to Dealer’s operation of the Web Site.



 


		h)	Dealer
                                         shall include the following language on every page of the Dealer Web Site that contains
                                         Whirlpool Materials or Whirlpool Marks (as defined in this Agreement): “Whirlpool
                                         Corporation has granted (insert Dealer name) permission to use trademarks and copyrighted
                                         material for limited purposes.”



 


		7.	Dealer
                                         Prices, Terms of Sale, Orders. Whirlpool will sell Products to Dealer based on
                                         the prices, sales terms and shipping terms as established and issued by Whirlpool on
                                         price sheet(s) or in other forms, which prices and terms are incorporated in this Agreement.
                                         Whirlpool may change Product prices, sales terms and shipping terms at any time without
                                         prior notice. This Agreement, including the prices and terms incorporated in it, will
                                         govern each order submitted by Dealer and each sale of Products by Whirlpool to Dealer.
                                         Whirlpool reserves the right to require Dealer to place all orders via Whirlpool’s
                                         SAP electronic ordering system or through a third party, based on a Total Volume Commitment
                                         threshold as determined in Whirlpool’s sole discretion.



 


		8.	Taxes/Invoices.
                                         Dealer shall pay any tariffs and taxes imposed on the sale of, or otherwise with respect
                                         to, the Products purchased by Dealer. Any claim for adjustment of an invoice or for off-invoice
                                         payment or credit shall be waived if Dealer fails to present it in writing to Whirlpool
                                         within one year from the date of invoice or one year from the date that such off-invoice
                                         payment or credit allegedly accrued. No claim, credit or offset may be deducted from
                                         any invoice. Whirlpool shall have the right to set off any monies owed to Whirlpool by
                                         Dealer against any monies due Dealer from Whirlpool under any contracts between the parties
                                         or any trade customer programs offered by Whirlpool.



 


		9.	Acceptance
                                         of Orders. All orders received by Whirlpool for Products are subject to acceptance
                                         in Whirlpool’s sole and absolute discretion. Once accepted, Whirlpool will attempt to
                                         fill Dealer’s orders for Products depending on available production, inventory, acceptable
                                         credit, and subject to causes beyond Whirlpool’s reasonable control. Whirlpool
                                         may, in its sole discretion, reject any orders, prioritize shipments of orders, and/or
                                         allocate Products among orders. Whirlpool will not be liable for delay in or failure
                                         to fill any order. Advance written authorization from Whirlpool is required before Dealer
                                         may return any Products to Whirlpool. Whirlpool may assess a restocking charge for authorized
                                         returned Products that are non-stock or that have been opened.



 


		10.	Credit
                                         Terms. Whirlpool may change, suspend or revoke credit terms at any time. All
                                         amounts outstanding must be paid when due under the terms of the invoice or separate
                                         written contract signed by Whirlpool. Any amount not received by the due date may bear
                                         interest at the maximum rate allowed by law and may be subject to fees and/or penalties
                                         established by Whirlpool (i.e. fee for checks returned for insufficient funds, workout
                                         fee, reasonable attorney fees and legal expenses). Whirlpool has the right to accelerate
                                         all balances outstanding on every invoice to Dealer if any amount is not received by
                                         the due date.



 


		11.	Indirect
                                         Sales. Whirlpool may decide in its sole discretion not to sell Products directly
                                         to Dealer, and to require Dealer to purchase Products from an authorized wholesaler,
                                         such as a warehousing buying group of which Dealer is a member. The prices, shipping
                                         terms, credit terms and other terms and conditions of any sale by a wholesaler to Dealer
                                         are to be determined between that wholesaler and Dealer alone, and not by Whirlpool.
                                         Any agreement or understanding to the contrary is unauthorized and in conflict with Whirlpool’s
                                         policies. In all other respects, all of the terms of this Agreement between Whirlpool
                                         and Dealer, including the right of either party to terminate this Agreement, shall continue
                                         to apply, regardless of whether Dealer purchased from Whirlpool or from a wholesaler.



 


		12.	Excused
                                         Performance. Except for Dealer’s payment obligations, neither Whirlpool nor Dealer
                                         shall be liable for loss or damage or delay resulting from its failure to perform any
                                         obligation, if the failure results from (a) transportation shortages or inadequate supplies
                                         of equipment, materials or energy; (b) compliance with any law, ruling, order, regulation,
                                         requirement, policy, decree or instruction of any governmental department or agency;
                                         (c) act of God; (d) an act or omission of the other party; (e) fire, strike, embargo,
                                         war or riot; or (f) any other event or cause beyond its reasonable control.



 


		13.	Retail
                                         Pricing. The prices at which Dealer offers Products for sale are to be determined
                                         by Dealer in Dealer’s sole discretion. Any agreement or understanding to the contrary
                                         is unauthorized and in conflict with Whirlpool’s policies. Dealer should notify Whirlpool
                                         in writing, by sending notice to Whirlpool Corporation Headquarters, attention General
                                         Counsel, of any attempt by a Whirlpool employee to inhibit Dealer’s resale pricing discretion.



 






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		14.	Electronic
                                         Transmissions and Agreements.



 


		a)	Whirlpool
                                         and Dealer agree that this Agreement and other agreements may be entered into by electronic
                                         means and/or using electronic signatures.



 


		b)	Whirlpool
                                         and Dealer agree that any order, acceptance, notice or other communication under this
                                         Agreement may be sent by electronic transmission.



 


		c)	When
                                         sending electronic transmissions, Whirlpool and Dealer will establish identification
                                         user IDs to identify themselves. The presence of this user ID shall be sufficient to
                                         verify the source and authenticity of each electronic transmission. Each party shall
                                         pay its own costs of electronic transmissions.



 


		d)	An
                                         electronic transmission containing the user ID and functionally acknowledged as received
                                         will be considered to be a “writing” or “in writing,” and deemed
                                         for all purposes to have been “signed.” Functional acknowledgments shall
                                         constitute nothing more than a receipt of transmission.



 


		e)	Electronic
                                         transmissions, or printouts of electronic transmissions, shall constitute an original
                                         when maintained in the ordinary course of business.



 


		f)	The
                                         parties agree to exercise reasonable precautions to protect the security and integrity
                                         of electronic transmissions between Whirlpool and Dealer. Dealer shall promptly notify
                                         Whirlpool in the event employment of an employee with access to a user ID is terminated
                                         or such employee otherwise ceases to be employed by Dealer’s
company so that such user ID may be terminated.



 


		g)	Nothing
                                         contained or referenced in an electronic transmission by Dealer shall modify, limit or
                                         negate the terms and conditions of this Agreement.



 


		h)	Electronic
                                         transmissions between Dealer and its customers are Dealer’s sole responsibility
                                         and any and all liability relating to those transmissions rests solely with Dealer.



 


		i)	A
                                         facsimile transmission (“fax”) is an “electronic transmission,”
                                         within the meaning of this Agreement, if the fax is sent to a fax telephone number that
                                         the recipient has specified to the sender as a number to which faxes may be sent to the
                                         recipient.



 


		15.	Violation
                                         of Agreement. Dealer’s violation of any term of this Agreement is grounds
                                         for Whirlpool to: (i) withhold payment for promotional programs including but not limited
                                         to volume incentive rebates; (ii) suspend sales of any or all products to Dealer; or
                                         (iii) terminate this Agreement. All decisions regarding violations will be made independently
                                         by Whirlpool, in its sole discretion.



 


		16.	Termination.
                                         This Agreement or any portion of this Agreement (such as certain above-listed Store Location(s),
                                         Web Site, or Product brands), may be terminated in any of the following ways:



 


		a)	Either
                                         party may terminate this Agreement, with or without cause, by giving at least thirty
                                         (30) days prior written notice.



 


		b)	Whirlpool
                                         may terminate this Agreement immediately upon written notice to Dealer in any of the
                                         following events:



 


		1)	Dealer
                                         or its agent or employee makes a derogatory, misleading or deceptive statement, printed
                                         or oral, relating to Whirlpool Corporation and/or Products.



 


		2)	Dealer
                                         attempts to assign or delegate any portion of this Agreement without the prior written
                                         consent of Whirlpool.



 


		3)	Dealer
                                         sells its business, makes an assignment or transfer of business assets or a change in
                                         majority control of Dealer’s business occurs.



 


		4)	Dealer
                                         ceases to function as a going concern or ceases to conduct its operations as a retail
                                         dealer continuously and actively.



 


		5)	Dealer
                                         becomes insolvent or subject to a petition in bankruptcy filed by or against it or is
                                         placed under control of a receiver, liquidator or committee of creditors.



 


		6)	Dealer
                                         submits a false or fraudulent report or other statement to Whirlpool.



 


		7)	Dealer
                                         trans-ships Products to other authorized or unauthorized dealers, or does business in
                                         Products from store locations or via the internet other than as authorized by Whirlpool.



 


		8)	Dealer
                                         fails to pay or perform any obligation when due.



 


		9)	Dealer
                                         or any of its owners or principal management personnel commits a felony or engages in
                                         any unethical, immoral or otherwise improper conduct that, in Whirlpool’s opinion,
                                         may impair Dealer’s ability to effectively market and sell the Products.



 


This
Agreement and Dealer’s status as a Whirlpool dealer may be terminated in the manner described in this Agreement whether
or not Dealer shall have recovered or recouped any investment or other expenditures made to sell Products.


 






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		17.	Post
                                         Termination/Expiration Provisions. After termination or expiration of this Agreement,
                                         the following provisions apply:



 


		a)	Whirlpool
                                         shall have the option (but not the obligation) in its sole discretion to repurchase all
                                         or any part of the Products and parts or accessories for Products in Dealer’s inventory.
                                         The repurchase price shall equal Whirlpool’s net invoice price to Dealer plus freight,
                                         if applicable.



 





		b)	Either
                                         party may immediately cancel all pending orders.



 


		c)	Dealer
                                         must immediately remove any signs, insignia, or internet materials that identify or otherwise
                                         suggest that Dealer is authorized to sell Products, and Dealer shall not represent itself
                                         as authorized by Whirlpool to sell Products.



 


		d)	Dealer
                                         shall promptly pay all amounts owing Whirlpool, including any such amounts that might
                                         otherwise have become due at some future date because of deferred payment or credit agreements.



 


		e)	Dealer
                                         shall immediately cease using the Whirlpool Marks and the Whirlpool Materials, as defined
                                         below.



 


		f)	Whirlpool
                                         shall not be obligated to pay Dealer compensation of any kind, whether for claimed loss
                                         of goodwill, sales or profits, for recoupment of any investment, expenditures or commitments
                                         made by Dealer to sell Products.



 


		18.	Indemnity.



 


		a)	Whirlpool
                                         shall indemnify, defend and hold Dealer and its directors, officers, employees, agents
                                         and assignees harmless from and against any and all claims or losses, including reasonable
                                         settlement payments and attorney fees, arising out of any defects in the design or manufacture
                                         of the Products purchased by Dealer if, and only if, (1)
Dealer provides Whirlpool with prompt notice of any such claim or loss, (2) Whirlpool is given the right to control the defense,
and (3) Dealer cooperates as reasonably requested by Whirlpool. Whirlpool also shall indemnify and hold Dealer and its directors,
officers, employees, agents and assignees harmless from and against any and all claims or losses arising out of any valid claim
for infringement of valid and enforceable U.S. patents with respect to any of the Products purchased by Dealer, or with respect
to any Whirlpool Marks or Whirlpool Materials, as defined below, used by Dealer in conformance with this Agreement if, and only
if, (A) Dealer provides Whirlpool with prompt notice of any such claim or loss, (B) Whirlpool is given the right to control the
defense, and (C) Dealer cooperates as reasonably requested by Whirlpool.



 


		b)	Dealer
                                         shall indemnify and hold Whirlpool and its directors, officers, employees, agents and
                                         assignees harmless from and against any and all claims and losses, including reasonable
                                         settlement payments and attorney fees, arising out of (1) any misrepresentations or negligent
                                         acts or omissions of Dealer or its employees, agents or representatives in connection
                                         with the installation, demonstration, display, sale or servicing of any of Products,
                                         or with respect to any representation or warranty given, or allegedly given, by Dealer
                                         or its employees, agents or representatives other than those set forth in the manufacturer’s
                                         written warranty, (2) any failure of Dealer to perform any of its obligations under this
                                         Agreement, or (3) any activities conducted by Dealer under this Agreement
other than claims covered by Whirlpool’s indemnity to Dealer contained in Section 18(a) above.



 


		19.	Limitations
                                         of Liability. In no event shall either party be liable to the other, based upon
                                         breach of contract, negligence, negligent misrepresentation, or any other legal theory,
                                         for any special, incidental, consequential (including lost profits), multiple or punitive
                                         damages arising from or related in any way to (1) the subject matter of this Agreement,
                                         (2) the negotiation, execution, performance, or termination of this Agreement, (3) the
                                         Products provided or services performed by either party to this Agreement, or (4) representations
                                         made in connection with the negotiation, execution, performance, or termination of this
                                         Agreement, however caused and whether or not the parties had been notified of the likelihood
                                         of such damages. The parties (a) shall not assert any claims against each other arising
                                         from or related in any way to the foregoing matters based upon negligence or negligent
                                         misrepresentation or any other legal theory other than breach of contract, and (b) shall
                                         not attempt to avoid the enforcement of this limitation of liability on the grounds of
                                         unconscionability or failure of essential purpose or any other ground should a dispute
                                         arise between them.



 


		20.	Trademarks.



 


		a)	Dealer
                                         shall not use or register any of the trademarks, service marks or trade names owned by
                                         or licensed to Whirlpool or any of its subsidiaries (“Whirlpool Marks”),
                                         or any name or mark that is confusingly similar to Whirlpool Marks as a part of Dealer’s
                                         business, partnership, assumed or corporate name, email or web site name or URL address.



 


		b)	Whirlpool
                                         grants Dealer a limited, non-exclusive, non-transferable license to use the Whirlpool
                                         Marks only in the form, style and manner specified in Whirlpool Trademark Guides and
                                         only for the purpose of promoting or selling Products under the terms of this Agreement.
                                         Dealer acknowledges that all use of the Whirlpool Marks shall inure to the benefit of
                                         the Whirlpool company owning them and that this Agreement does not confer upon Dealer
                                         any goodwill or other interest in the Whirlpool Marks. Dealer assigns and transfers to
                                         the appropriate Whirlpool company any and all trademarks and trademark rights created
                                         by any use of the Whirlpool Marks by Dealer, together with the goodwill of the business
                                         in connection with which the Whirlpool Marks are used by Dealer.



 


		21.	Permission
                                         to Link and Limited License in Whirlpool Content.



 


		a)	Whirlpool
                                         grants Dealer permission to link Dealer’s Web Site to the main page of Whirlpool’s
                                         branded internet web sites for the brands Dealer is authorized to sell, including www.Whirlpool.com,
                                         www.KitchenAid.com, www. RoperAppliances.com, and www.EstateAppliances.com (“Internet
                                         Sites”). Whirlpool grants Dealer permission to display
the Whirlpool Marks on Dealer’s Web Site as a linking icon, and Dealer agrees to follow any instructions provided by Whirlpool
regarding use of the Whirlpool Marks as a linking icon.








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		b)	Whirlpool
                                         grants Dealer a limited, non-exclusive, non-transferable license to use the Whirlpool
                                         Marks, product images, text, data, and information pertaining to the Products that are
                                         provided by Whirlpool or downloaded with permission from the Internet Sites (“Whirlpool
                                         Materials”) for the purpose of advertising, promoting, and selling Products
                                         on Dealer’s Web Site pursuant to this Agreement. Whirlpool further grants to Dealer
                                         the limited right to alter the Whirlpool Materials only for the purpose of reformatting
                                         as may be required for use on Dealer’s Web Site.



 


Dealer
is not allowed to distort, modify, or alter in any manner any Whirlpool Marks contained in the Whirlpool Materials. Whirlpool
reserves the right to review and approve all uses of the Whirlpool Materials, and to require any modifications it deems necessary.


 


		c)	These
                                         permissions and limited license are granted by Whirlpool on the condition that Dealer
                                         does not misuse, infringe, or assert rights in Whirlpool Materials, Whirlpool Marks,
                                         and other proprietary materials and intellectual property on the Whirlpool Internet Sites.
                                         Whirlpool may revoke these permissions and/or the limited license if Dealer fails to
                                         abide by such condition or if Dealer violates any terms of this Agreement.



 


		22.	Relationship.
                                         The relationship between Whirlpool and Dealer shall be that of seller and buyer. Dealer
                                         and its agents and employees are not partners, joint venturers, franchisees, agents,
                                         employees, or representatives of Whirlpool. Dealer may not enter any promise, warranty,
                                         contracts or other commitment for Whirlpool or obligate Whirlpool to third parties.



 


		23.	Entire
                                         Agreement. This Agreement is the entire contract between Dealer and Whirlpool
                                         relating to the purchase of Products and authorization to sell Products and supersedes
                                         any prior agreement between the parties, except for any written agreements relating to
                                         Product launches, display requirements, consignments, test marketing activities, service,
                                         credit or the financing of Products. This Agreement shall govern over any conflicting
                                         or inconsistent terms contained in any written agreements relating to Product launches,
                                         display requirements, consignment or test marketing activities. This Agreement may not
                                         be extended, supplemented, amended or modified except in a writing signed by Whirlpool
                                         and Dealer. The terms and conditions of this Agreement shall supersede any terms and
                                         conditions which may be contained in Dealer’s purchase order, proposal, request for quotation,
                                         confirmation, acknowledgment, website terms, or other form or instrument that may be
                                         delivered or signed by either party in connection with any of the transactions contemplated
                                         by this Agreement. Such form or instrument shall be for the convenience of the parties
                                         only and shall not affect, modify, limit or negate the terms and conditions of this Agreement,
                                         except as provided for in this Agreement.



 


		24.	Personally
                                         Identifiable Information. From time to time, Whirlpool and Dealer may exchange,
                                         or jointly collect, consumer data, which contains personal identification information
                                         (“Confidential Information”). The providing party warrants that the
                                         Confidential Information was obtained in compliance with, and its disclosure to the receiving
                                         party does not violate, any applicable laws, rules, regulations, promises, or Whirlpool’s
                                         privacy policy. The receiving party warrants that its use and retention of Confidential
                                         Information will be in strict compliance with all applicable laws, rules and regulations,
                                         including, without limitation, any marketing, data protection and privacy laws. The receiving
                                         party shall not disclose Confidential Information to any third party without the prior
                                         express written consent of the providing party.



 


		25.	No
                                         Oral Representations. There are no representations of fact or opinion on which
                                         either party may reasonably rely in connection with the negotiation, execution, performance,
                                         or termination of this Agreement other than those that are set forth in this Agreement
                                         or in a properly executed written modification of this Agreement.



 


		26.	Severability.
                                         If any term or provision of this Agreement shall to any extent be determined to be void,
                                         invalid or unenforceable, such provision shall automatically be voided and shall not
                                         be part of this Agreement, but the enforceability or validity of the remainder of this
                                         Agreement shall not be affected by the voiding of the provision.



 


		27.	Waiver.
                                         Whirlpool’s failure to exercise a right or remedy or Whirlpool’s acceptance
                                         of partial compliance or noncompliance with all or part of this Agreement, including
                                         without limitation any conditions of promotional funding or trailing credit programs,
                                         will not operate as a waiver of any of Whirlpool’s rights or Dealer’s obligations
                                         under this Agreement, and will not constitute a waiver of Whirlpool’s right to
                                         immediately act on any breach of this Agreement.



 


		28.	Assignment.
                                         Dealer may not assign or delegate any of its rights or obligations under this Agreement
                                         without the written consent of Whirlpool. Whirlpool may refuse consent with or without
                                         cause.



 


		29.	Non-exclusivity.
                                         The relationship established under this Agreement is non-exclusive. Whirlpool reserves
                                         the right to sell Products to other dealers or parties Whirlpool may select from time
                                         to time. Without limiting the foregoing, Dealer
does not have any exclusive right to sell Products in any particular geographic area or to any particular customer(s) or type
of customer. Dealer reserves the right to sell other lines of appliances.



 




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		30.	Notices.
                                         Any notice required or permitted by this Agreement shall be given in writing by personal
                                         delivery, by overnight commercial courier, or by registered or certified mail, return
                                         receipt requested, or by electronic transmission, as provided in Section 14. Notices
                                         shall be sent to Dealer or Whirlpool, at the recipient’s address set forth in this
                                         Agreement.



 


		31.	Compliance
                                         with Laws; Applicable Law. Dealer shall comply with any and all applicable laws
                                         and regulations, including without limitation, U.S. anti-money laundering laws. This
                                         Agreement shall be construed, interpreted and enforced according to the laws of the State
                                         of Michigan, without regard to its conflict of laws principles. The Parties expressly
                                         waive any applicability of the United Nations Convention on Contracts for the International
                                         Sale of Goods to any aspect of this Agreement.



 


		32.	Venue
                                         and Enforcement. All disputes arising from or relating to the buyer/seller relationship
                                         between Whirlpool and Dealer, including any disputes arising under or relating to this
                                         Agreement, shall be adjudicated exclusively in the U.S. District Court for the Western
                                         District of Michigan or, if there is no federal jurisdiction, in a state court sitting
                                         in Berrien County, Michigan. Dealer shall pay all reasonable costs and expenses incurred
                                         by Whirlpool in connection with the enforcement of this Agreement, including all reasonable
                                         attorneys’ fees, court costs and expenses.



 


		33.	Warranty.
Whirlpool will warrant the Products purchased by Dealer in accordance with, and only to the extent expressly provided in, Whirlpool’s
standard warranty provisions applicable to such Products and in effect at the time that the Products in question were purchased
by Dealer (“Product Warranty”). Such Product Warranty shall be for the exclusive benefit of Dealer and its
customers. THE APPLICABLE PRODUCT WARRANTY CONSTITUTESW HIRLPOOL’s SOLE AND EXCLUSIVE WARRANTY AND REMEDY WITH RESPECT TO
ANY PRODUCTS PURCHASED BY DEALER. EXCEPT TO THE EXTENT EXPRESSLY STATED OTHERWISE IN THE APPLICABLE PRODUCT WARRANTY, WHIRLPOOL
DISCLAIMS ALL EXPRESS WARRANTIES (WHETHER ORAL OR WRITTEN) AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING BY CUSTOM OR TRADE USAGE.



 


		34.	Survival
                                         Rights. The expiration or termination of this Agreement shall not terminate vested
                                         rights of either party from any liabilities or obligations incurred under this Agreement
                                         prior to and which by their nature continue after such expiration or termination, except
                                         as expressly provided in this Agreement.



 


		35.	Related
                                         Documents. Dealer may access Whirlpool price sheets, sales terms, shipping terms,
                                         Trademark Guides and product warranties at www.whr.com.



 


		36.	Headings.
                                         The headings to the paragraphs in this Agreement are included solely for the convenience
                                         of the parties and shall not have any effect upon the interpretation of any provision
                                         of this Agreement.



 


		37.	Effective
                                         Date. This Agreement shall become effective upon acceptance by Whirlpool. Dealer
                                         waives notice of such acceptance.



 


		38.	Acknowledgment.
                                         The parties each acknowledge that they have read, understand and agree to the terms of
                                         this entire Agreement.



 


 


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