MINIMUM ADVERTISED PRICE POLICY
In order to protect our dealer network and the prestige of Gear as a brand,
Gear Alloy Wheels has unilaterally adopted the following Minimum Advertised Price policy (“MAP Policy”). We recognize that advertising practices that promote our products primarily on the basis of price could damage our brand image and the valuable goodwill we have developed in our trademarks. Our goal in establishing this MAP Policy is twofold. We want to ensure that all Gear products are advertised and promoted in a way that will maintain the integrity and reputation associated with Gear’s products. We also want to deter discounters from free riding on the efforts of our dealers in marketing and promoting our brand.
This unilateral MAP Policy applies to all resellers of products sold under the Gear brand name (“Products”). Gear Alloy Wheels is not seeking agreement from any reseller to comply with this MAP Policy. It is entirely within each reseller’s discretion to comply or to not comply, however non-compliance may result in termination of business relationship between Gear Alloy Wheels and the reseller.
Resellers may not advertise any Products below the Manufacturer’s Suggested Retail
Price (“MSRP”) which is posted on our website. The MSRP will be unilaterally established, updated and revised by Gear Alloy Wheels, from time to time, in its sole discretion. If a Product is not listed on the most current MSRP price sheet, brand websites, or new product release sheets, it is not subject to this MAP Policy. For avoidance of doubt, all resellers remain free to set prices independently and to independently determine whether to abide by or disregard this MAP Policy.
The MAP Policy applies to all forms of advertisements in any and all media, including, without limitation, in-store, flyers, posters, coupons, direct mailers, brochures, inserts, newspapers, magazines, catalogs, mail-order catalogs, public signage, other print media, television, radio, email, Internet websites, e-commerce, any method which uses the hypertext transfer protocol (http) or any internal link to a web-based shopping cart, and other electronic media that communicates to the public.
Gear Alloy Wheels Products may only be advertised as standalone product and may not be advertised to include promotional allowances. Resellers may not advertise coupons, cash rebates, buy one (or more)/get one, free premiums, free or discounted products, reward programs, or bundled promotions (whether with Gear Alloy Wheels or another manufacturer) with a Product, if it has the effect of lowering the advertised price of the Product below the MSRP.
Free shipping and/or handling or free financing promotions do not violate the MAP Policy. Promotions that provide a free gift with purchase are not a violation of this MAP Policy provided the gift is not Gear Alloy Wheels branded Product. Promotions commonly referred to as “Friends and Family Sales Promotions” are not a violation of this MAP Policy provided that these promotions (a) occur no more frequently than twice per calendar year and for periods no longer than one week at a time, (b) are offered only to a limited group of prior loyal customers and family members of the retailer, (c) are not advertised through digital means, and (d) require original non-transferable invitations.
The MAP Policy does not apply once an item is placed in a customer’s “virtual shopping cart” on an Internet website. However, “click for price,” “call for price,” “Click here for lower price,” “See price in cart,” “Log-in for price,” “Add to cart for lower price,” “Check cart for lower price,” Mouse over for price,” “Email for (better) price,” or the like, on a website that displays an advertised price lower than MSRP is a violation of this policy. Gear Alloy Wheels’ MAP Policy does not in any way limit the ability of any reseller to advertise that “they have the lowest prices” or use other phrases of similar meaning. Prices may be omitted from advertisements.
From time to time, Gear Alloy Wheels may engage in promotions with respect to certain Products. In such events, Gear Alloy Wheels reserves the right to modify or suspend the MAP Policy with respect to the affected Products. Gear Alloy Wheels further reserves the right to unilaterally suspend, amend, or adjust the MAP Policy at any time with respect to all or certain Products in its sole discretion. Gear Alloy Wheels’ primary, non-exclusive method of communication will be via its price sheets for resellers.
Gear Alloy Wheels may monitor advertised pricing of Products. If a reseller advertises Products in a manner inconsistent with this MAP Policy, to prevent any damage to brand integrity, Gear Alloy Wheels may unilaterally and without further warning, discontinue its business relationship with such retailer. While Gear Alloy Wheels reserves the right to immediately terminate any reseller for any violation of the MAP Policy, Gear Alloy Wheels understands that there may be instances where a violation is inadvertent. As such, Gear Alloy Wheels will typically provide notice of a reseller’s first violation of this Policy, though it is not required to do so. Within 48 hours of receiving any such notice, Gear Alloy Wheels expects that the violation will be cured and that there will be no further violations of the MAP Policy. By providing such notification, Gear Alloy Wheels does not seek or invite, and shall not accept, any reseller’s agreement to raise its resale prices, cure the violation, or otherwise continue to abide by this policy. If a violation is not cured within 48 hours, Gear Alloy Wheels may elect to do any of the following, all in its sole discretion: (a) cancel some or all pending orders for Products; (b) limit availability of certain Products to the reseller in the future; (c) reduce purchase terms, including margins; (d) alter any payment terms; (e) suspend a reseller for period of time; or (f) terminate the relationship with the reseller.
This MAP Policy does not confer any direct or indirect rights on any reseller, as a third-party beneficiary or otherwise. Resellers shall not discuss the resale prices of any other reseller with any Gear Alloy Wheels employee or representative, and Gear Alloy Wheels will not respond to complaints regarding the actions of a third party regarding this MAP Policy.
This MAP Policy is not a contract or agreement, and Gear Alloy Wheels does not seek nor will it solicit or accept any reseller’s agreement with our policy, nor will Gear Alloy Wheels discuss pricing of any reseller.
All matters of interpretation and application of the terms of this MAP Policy shall remain within the sole discretion of Gear Alloy Wheels. Gear Alloy Wheels reserves the right to update, revise, modify or discontinue this policy and pricing structure at any time without notice.