Motherwell Products USA Inc. (hereinafter shall be referred to as “Motherwell Products”) Minimum Advertised Price (“MAP”) Policy is designed to help Motherwell Products. Resellers maintain the long-term strength of Motherwell Products’ brand equity by helping them to engage in advertising that best conveys to customers the value of Motherwell Products. Motherwell Products takes great pride in its services and brands. Customers have created great demand for our products and services because they believe that Motherwell Products and services offer superb quality and value. We believe that our MAP policy, more fully described below, will allow resellers to profitably market and effectively promote the value of our products and services to these customers.
1. Resellers may advertise Motherwell Products’ merchandise at or above the minimum advertised price (MAP). Manufacturer’s Suggested Retail Prices (MSRP) for those products as displayed in Motherwell Products. Website and catalog may be adjusted by Motherwell Products at its discretion.
1.3 Resellers may distribute or sell Motherwell Products merchandise to sub-resellers for resale only if that sub-reseller enters into a sub-reseller agreement wherein the sub-reseller acknowledges and agrees to abide by the terms of Motherwell Products’ MAP Policy. A “sub- reseller” is any individual or company that the Reseller knows has an intention of reselling the product and/or which purchases products in a quantity and type which exceeds an amount that can reasonably be expected to be used or consumed by the individual purchaser. A Reseller shall be responsible for ensuring that its sub-resellers comply with Motherwell Products’ MAP Policy. Upon request, a Reseller shall provide Motherwell Products with information regarding such sub-resellers shall provide details of their agreement and evidence of their adherence to Motherwell Products’ MAP Policy.
1.2. Reseller acknowledges Motherwell Products’ interest in protecting the channel of distribution of the Products and acknowledges that Motherwell Products may, from time to time, direct Reseller not to sell products to certain individuals or entities. Reseller agrees not to sell Motherwell Products USA Inc products to any individuals or entities on Motherwell Products’ “Do Not Sell” list.
2. The MAP policy applies to all advertisements of Motherwell Products, products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, email, television, radio, and public signage.
2.1. All advertisements of MAP Product(s) must include Motherwell Products’ model name and a price at or above the MAP.
2.2. Pricing listed on an Internet site is considered an advertised price and must adhere to this MAP Policy, but once the pricing is associated with intent to purchase (added to a secure shopping cart or telephone order) the price becomes the selling price and is not bound by this MAP Policy. Statements such as “add to basket to see price,” or “we will match any price,” “close-out,” “call for price” or statements of similar import are acceptable as long as the advertised price is not less than MSRP. In addition, discounts applied at a virtual or online checkout do not violate this MAP Policy.
2.3. At no time may the Reseller engage in negative promotional advertising that may create an appearance of criticizing Minimum Advertised Price Products, such as “Don’t Buy Motherwell Products’ merchandise … until you check our pricing.”
2.4. MAP products may only be advertised as standalone products and may not include any promotional allowances (e.g. rebates, coupons, free premiums, reward program offerings, etc.), except for Motherwell Products’ authorized promotions (e.g. manufacturer’s rebates).
3. The inclusion in advertising of coupons, promotions, free or discounted products (whether made by Motherwell Products’ or another manufacturer) with a product covered by the MAP policy would be contrary to the policy if it has the effect of discounting the advertised price of the covered product below the MAP. Any general store, catalog, online or website promotion which does not include Motherwell Products’ merchandise should have the exclusion prominently displayed to avoid creating an impression of below MAP pricing.
4. MAP applies only to advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual consumer within the Reseller’s retail location or over the telephone. Resellers remain free to sell these products at any prices they elect.
5. MAP does not establish maximum advertised prices. All Resellers may offer Motherwell Products. products at any price in excess of the MAP established for such product.
6. Motherwell Products.’ MAP policy does not in any way limit the ability of any Reseller to advertise that “they have the lowest prices” or, they “will meet or beat any competitor’s price”, or phrases of similar import as long as the price advertised or listed for the products is not less than MAP.
7. From time to time Motherwell Products may discontinue models or engage in promotions with respect to certain products. In such events, Motherwell Products reserves the right to modify or suspend the MAP with respect to the affected products by notifying all Reseller of such change. Motherwell Products further reserves the right to adjust the MAP with respect to all or certain products at its sole discretion upon 7 days advance written notice to its Resellers.
8. Used products can be advertised below the designated MAP so long as the Reseller clearly and prominently discloses that the product is “used.” Motherwell Products defines used products as product obtained by the Reseller through customer return, customer trade-in, demo units, or other means.
9. Motherwell Products may engage in monitoring of advertised prices of MAP Products, either directly or via the use of third parties. Third parties retained by Motherwell Products may engage in monitoring of Reseller advertisements and website advertising including, but not limited to, review of advertised prices.
10. It is Motherwell Products’ intention to administer this policy fairly and reasonably and in a progressive fashion. Intentional and/or repeated failure to abide by this MAP Policy will result in sanctions unilaterally imposed by Motherwell Products. The level of sanctions will be determined by Motherwell Products’ in its sole discretion and may include loss of eligibility for volume pricing, co-operative advertising or other programs, and may also include indefinite termination of sales to Reseller. Motherwell Products does not intend to do business with Resellers who degrade the image of Motherwell Products and its merchandise. Motherwell Products is not required to provide prior notice or issue warnings before taking any action under this policy.
11. Motherwell Products may change or cancel this policy at any time.