Minimum Advertised Pricing Policy
EFFECTIVE November 1st 2018
Whistler Performance Lubricants Inc (“WPL”) has adopted this unilateral Internet Minimum Advertised Price (“MAP”) Policy (“MAP Policy” or “Policy”) applicable to the Internet advertising of those branded WPL products (“WPL Products” or “Products”) WPL chooses to offer to its direct customers and the reselling entities they sell to (individually, a “Reseller” and collectively “Resellers”) engaged in Internet sales in North America. WPL strongly believes that advertising plays a critical role in establishing the premium image, reputation for high quality and exceptional performance of the Products, thereby promoting sales. WPL believes this MAP Policy is necessary to ensure the continued preservation of the premier status of the WPL brands, the remarkable value, utility, performance of, and goodwill associated with our Products and to assist and encourage our Resellers to continue to provide effective Internet advertising and marketing, knowledgeable sales support and promotion of the Products in a highly competitive market against competing brands.
This Policy only applies to Internet advertising and not to a Reseller’s resale prices. Each WPL Reseller always remains free to independently establish its own actual resale prices. However, if WPL determines to its satisfaction that a Reseller has advertised a Product on the Internet at a price less than the unilateral price established or communicated by WPL under its MAP Policy or has otherwise violated this MAP Policy, the Reseller may no longer be allowed to retail the Products.
This Policy has also been implemented to license and enhance the goodwill and value of the copyrights, copyrighted images and graphics and trademarks, logos and trade names of the WPL Products, (the “Intellectual Property”) which may be provided by WPL for required use by Resellers in advertising.
This MAP Policy applies to all Resellers of WPL Products in their Internet advertising and promotional efforts. A Reseller’s choice to purchase, advertise and resell any of the WPL Products on the Internet will make it subject to this unilateral Internet MAP Policy.
RESTRICTIONS ON USE OF INTELLECTUAL PROPERTY.
WPL reserves the right to limit or refuse to permit the use of its Intellectual Property. No Reseller may register or seek to register any domain names incorporating WPL trademarks or trade names, or any variant thereof, with any Internet domain name registration service throughout the world. No Reseller may incorporate in whole or part any WPL trademark or trade name, or any variant thereof, in its corporate or business name or in its trademarks, trade names or logos. Any use of the Intellectual Property in a Reseller’s Internet advertising must be in compliance with this MAP Policy.
INTERNET ADVERTISING COVERAGE REQUIREMENTS AND EXCEPTIONS.
Any Reseller’s Internet advertising showing the WPL Products may not advertise below (but may advertise above) the minimum advertised prices established by WPL for such Products. The MAP Policy covers all forms and any manner of Internet advertising, marketing, or promotion applicable to any WPL product resulting in a below MAP advertised price, including, but not limited to, Internet search engines, pay-per-click (PPC) advertising, email or text marketing, online display advertising, online coupon/voucher, website discount, “crossed-out” MAP pricing in a promotion, social media marketing, search engine optimization (including page titles and descriptions), shopping feed and comparison shopping engine advertising, auction sites, electronic bulletin boards, browsers, all publicly available pages on a website (other than those associated with an intent to make an actual purchase) and any other use of the Internet for advertising.
This Policy applies only to advertised prices on the Internet, and not the prices at which the WPL Products are actually sold by Resellers. It is not the intent or purpose of this Policy to restrict, coerce, force or reach an agreement with a Reseller to charge a particular price on a Product. Resellers are free to set their own actual resale prices. While WPL reserves the right by this Policy unilaterally to provide guidelines on what minimum advertised prices may appear in any Internet advertising for its Products, each Reseller is free to determine if it will comply with the MAP Policy. The potential consequences of a Reseller’s failure to do so are discussed below. Regardless, a Reseller is free to actually sell the WPL Products at any resale price it chooses without regard to this Policy. A Reseller is not obligated by this Policy, or otherwise, to sell WPL Products at the prices which are advertised by, or by which products are sold by, WPL. This MAP Policy does not restrict or apply to other forms of advertising used by a Reseller other than Internet advertising. Further, the MAP Policy does not restrict online promotional activity which discloses the actual selling price by means of mailed generic discount coupons, by instructing the customer to physically “call for price” (including using a toll free number) which involves communicating live with an actual Reseller and not a recording or robotic call, or to physically “email or text for price” (when a customer initiates an actual email or text exchange with the Reseller), by offering a discount which only appears in the shopping cart at the final check-out of a website or in a product purchase confirmation. The offer in advertising of free or reduced-price shipping is not considered a discount under the Policy. The inclusion in advertising of a Reseller’s website-wide discount, applicable to all the goods sold on the site, for a limited promotional period, is a permitted exception to this MAP Policy so long as the MAP price for the WPL Product is still noted in any such advertisement. WPL will unilaterally make the final decision on what it considers Internet advertising subject to and in compliance with or in violation of this Policy.
The MAP Policy will not apply to a limited promotion on designated WPL Products during a specified Internet promotional period, which may be authorized by WPL. If a temporary WPL -authorized sales promotion is in place, each Product on special will have a new, temporary promotional MAP price. The special promotional MAP price will be in effect until the indicated expiration date of the special promotion. Advertising a WPL -authorized sales promotion Product below this special MAP by any means or outside of the WPL - authorized sales promotion timeframe is not allowed and is a violation of this MAP Policy.
MINIMUM ADVERTISED PRICES FOR WPL PRODUCTS SOLD ON THE INTERNET.
Minimum Advertised Prices (“MAP prices”) for the WPL Products are set at 10% less than the suggested retail prices set forth on the price list or as otherwise provided by WPL or its wholesalers (“Price List”) as revised from time to time or as otherwise communicated to Resellers. It is a Reseller’s responsibility to monitor and be up-to-date on the applicable Internet MAP prices, to adhere to this MAP Policy, and to oversee its own MAP advertising compliance. Using out-dated MAP prices in advertising will violate the MAP Policy if the advertised prices are less than the current MAP prices.
It is a violation of the MAP Policy for a Reseller to directly or indirectly advertise a WPL product on the Internet at a price below the MAP price or to suggest that a WPL product is being promoted at a price less than the MAP price, except as permitted by this MAP Policy.
PROHIBITED SALES OF WPL PRODUCTS.
WPL resellers are not allowed to sell, wholesale or transfer WPL products to any other resellers or distributors without the express prior written consent and authorization of WPL.
WPL Resellers are not permitted to sell any WPL Products on “third party” websites or through “third party” sales channels, without the express, prior written consent and authorization of WPL. Such third-party websites/sales channels include, but are not limited to, the following: Amazon.com (or any of its affiliates); eBay.com; Reverb.com; Etsy.com; Youtube.com; Craigslist.com; Overstock.com; Instagram.com; and Facebook.com. WPL reserves the exclusive right in its sole discretion to sell its products to or through Amazon or any other third party website it may so designate.
MAP POLICY VIOLATIONS.
In the event of any violation of this MAP Policy by a Reseller, WPL will, in its sole discretion, generally send or have sent a written or electronic notice of violation to the headquarters of the Reseller, provided WPL has a current address, providing a limited-in-time opportunity to self- correct. Notice to a Reseller of a MAP violation is not a prerequisite to WPL, in its sole discretion, taking any enforcement action under this MAP Policy. If WPL determines the situation warrants it, or the violation continues after a discretionary notice, WPL Off may cause, at its sole option, the elimination or limitation of sales of WPL Products to the violating Reseller at any time without written notice.
CHANGES TO MAP POLICY.
WPL reserves the right to periodically change this Policy, in its discretion, with an effective date for same.
This MAP Policy is unilaterally established by WPL which means that it is one-sided and independent on the part of WPL and that there is and will be no agreement between a retailer and WPL with regard to it.
Except as set forth below, WPL managers and wholesalers are not authorized to discuss, modify or grant exceptions to this MAP Policy, or to discuss or communicate with a Reseller the actual resale pricing practices of the Reseller, or to discuss or communicate with any Resellers the actual resale pricing and sales practices of other Resellers. WPL does not solicit, demand or accept any assurances of compliance from a Reseller with regard to this MAP Policy. Resellers attempting to initiate or engage in such discussions or communications may be considered to be in violation of this MAP Policy.