May 1, 2018
MILK+SASS (“Supplier”) is committed to enforcing policies designed to support and protect its brand reputation and competitiveness. Supplier has an established Minimum Advertised Price (MAP) Policy that an Authorized Customer must follow for the advertising and marketing of Supplier Goods. This MAP Policy applies to all Goods listed in any Supplier price list. Supplier intends to sell its Goods only to Customers that do not advertise Goods below the MAP as set forth in this policy.
1. The following MAP policy guidelines apply to all Customers in the United States:
(a) It shall be a violation of this MAP Policy for a Customer to (a) advertise prices for the Goods below the MAP set forth in the then-current Supplier price, or (b) advertise any additional discount, coupon, gift card, or incentive that provides an immediate price reduction, where the effect would be to reduce the displayed advertised price of a Good below the Good’s MAP. Supplier-sponsored manufacturer's rebates or other similar Supplier-sponsored promotions will be exempt.
(b) Supplier’s MAP Policy for Supplier Goods applies to all advertising placements, including but not limited to: print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons. Customer shall not promote, market, advertise, any Goods at a clearance, off-price, liquidated, discounted rate or anything of the like below the MAP on or through any online marketplace or auction service (e.g., Ebay, Amazon marketplace or like websites). Prices shown in any online marketplace listing are considered an “advertised price” and subject to the MAP Policy. When the price is associated with an actual purchase (at the point of an online marketplace order in a shopping cart), the price then becomes a resale price.
(c) MAP pricing for all Supplier Goods can be found on your current price list. All advertised prices must be at or above MAP for all Supplier Goods if a MAP has been established by Supplier. MAP applies only to advertised prices, not the resale price at which Goods are actually sold to a purchaser. Customers are free to set the actual resale price of any Goods.
(d) Customers are also responsible for ensuring the advertised price of the Supplier Goods, including for purposes of any price aggregator sites or SEO activity, appears at or above MAP in search results for the Goods on internet search engines.
(e) This MAP Policy does not set a maximum advertised price. Customers may offer the Goods at any price in excess of the MAP established for such item.
2. At the sole discretion of Supplier, failure to comply with this MAP Policy, as well as intentional and/or repeated failure to abide, may result in the immediate loss of Authorized Reseller status and your ability to purchase Supplier Goods both direct as well as through distribution.
3. Supplier will utilize the following steps to resolve MAP Policy violations:
(a) Violations from Authorized Reselling Customers will need to be corrected within 24 hours of notification.
(b) Such Customers’ continued or repeated violation of this MAP Policy will be classified as Unauthorized Reselling Customers.
(c) Distributors of Supplier’s Goods shall not sell or provide a feed whatsoever to Unauthorized Reselling Customers.
4. Supplier will issue new price list to all customers if and when there is a price change. Advertised pricing must be updated immediately upon receipt. This MAP Policy can be changed, modified, suspended or cancelled at any time at the Supplier’s discretion consistent with Supplier’s brand proposition. Supplier may designate promotional periods during which the terms of such change, or to designate periods of time during which the MAP is not applicable.
5. This MAP Policy represents a unilateral statement of Supplier’s intentions, rules, and expectations with respect to the Customers with whom we choose to partner. The Supplier is not seeking agreement from any Customer to adhere to this MAP Policy and nothing in this MAP Policy shall create or constitute an agreement between the Supplier and any of its distributors, dealers or other resellers as to the price at which any distributor, dealer or other reseller sells the Goods.
6. Any amendments to this MAP Policy will be made officially in writing and signed by both Supplier’s President and Supplier’s Vice President of Sales, if any. No other Supplier representative is authorized to negotiate, modify, amend, change, or alter the policy in any way or to, on behalf of Supplier, accept or agree to any particular conduct of a Supplier in connection with enforcement of this MAP Policy.