NC Brands LP
MINIMUM ADVERTISED PRICE POLICY
Natural Chemistry® AquaPill™ SeaKlear® Pool and Spa Water Treatment Products
Effective: February 1, 2022
Purpose and Scope
NC Brands LP and its affiliate Bio-Lab, Inc. (collectively “NC Brands”) has unilaterally adopted this Minimum Advertised Price Policy (“MAP Policy”) with respect to NATURAL CHEMISTRY, AQUAPILL, and SEAKLEAR pool and spa water treatment products designated from time to time by NC Brands as covered by this MAP Policy (the “Products”). This MAP Policy has been established in order to protect and strengthen our well known Natural Chemistry brand, to seek to mitigate potential risks related to product safety and quality, and to encourage our dealers to provide services to our customers commensurate with the reputation for quality and goodwill our customers associate with our products.
This MAP Policy applies to all resellers of the Products in the United States. As used in this MAP Policy, dealers and other resellers are referred to as “Resellers”. This policy is not a contract, nor an offer to form a contract. Instead this policy describes the terms under which NC Brands may, in its sole discretion and within its rights under the law, continue to supply to you our products, allow you to use our valuable intellectual property, including but not limited to NATURAL CHEMISTRY®, AQUAPILL®, and SEAKLEAR® well-known trademarks, trade dress, advertising and product images.
This MAP Policy may be amended or altered by NC Brands from time to time, in its sole discretion.
This MAP Policy is non-negotiable, and no employee of NC Brands is authorized to modify or alter this Policy for any Reseller.
Each Reseller is free to independently decide whether or not to follow this MAP Policy. Each Reseller also remains free to set the prices at which it resells the Products. However, if a Reseller elects not to comply with this MAP Policy, NC Brands may, in its sole discretion and without incurring any liability, take the steps referred to below under “NC Brands’ Rights”.
Application
1. National minimum advertised prices (“National MAP”) for the Products have been established by NC Brands to maintain the quality and brand image of the Products. The National MAP may be adjusted by NC Brands from time to time in NC Brands’ sole discretion.
2. The Reseller’s advertised prices of the Products must not be advertised below the minimum advertised price listed on the National MAP.
3. Once this MAP Policy has been received by any Reseller, they have thirty days to comply with the MAP Policy.
4. For purposes of comparing (a) the National MAP and (b) a Reseller’s advertised prices for the Products, “price” includes all price promotions or discounts of any sort related to the Product. By way of example, and not limitation, this includes all coupons, rebates, gift cards, discounts to special groups, quantity discounts, the use of any Products as a premium or as a qualifier for discounts on other or future purchases of Products or other bundling of products.
5. This MAP Policy applies to all advertisements of Products in any and all media, including, without limitation, Internet or similar electronic media including websites, email, pop-ups, pop-unders, Internet auctions, any other form of Internet sales, newspapers, magazines, catalogs, mail order catalogs, flyers, inserts, mailers, coupons, posters, television, radio and public signage. The listing of the prices listed in the National MAP with a strike-out or similar legend, or the listing of a specified price with a statement that the price is a “Minimum Advertised Price,” “List Price,” or the like, is a violation of this MAP Policy. In addition, any online method which gives a purchaser instant access to a price (i.e. “Click for Price” or instant email verification systems) is also a violation of this MAP Policy.
6. Notwithstanding the foregoing, the following activities are not violations of this MAP Policy:
(a) The Reseller may offer free shipping and handling.
(b) The MAP Policy does not in any way limit the ability of any Reseller to advertise that it has “the lowest prices,” or that it “will meet or beat any competitor’s price,” or that consumers should “call for a price” or the like, so long as the price advertised for the products is not less than the National MAP.
(c) Prices listed on customer invoices, website “shopping cart” displays, or written or electronic correspondence in response to a request for a price quotation for a specified Product, are not subject to this MAP Policy.
(d) Nothing in this MAP Policy shall prevent a Reseller from advertising a price in excess of the National MAP.
NC Brands’ Rights
1. NC Brands has sole discretion in determining whether this MAP Policy has been violated. NC Brands also has sole discretion in enforcing this MAP Policy.
2. NC Brands’ failure to enforce this MAP Policy against a Reseller does not constitute, and should not be construed as, a waiver of this MAP Policy with respect to that Reseller or any other Reseller.
3. If NC Brands determines that any Product is being advertised by any Reseller in a manner that contravenes this MAP Policy, including, without limitation, advertising any Product below the National MAP, NC Brands reserves the right to:
(a) Give notice to such Reseller requesting that it cease and desist from further activities in violation of this MAP Policy within 48 hours; and
(b) Upon a third notice, if the Reseller fails to cure its violations, NC Brands may in its sole discretion, and without incurring any liability, take any of the following steps, notification of which will be made promptly to Reseller: (i) Disqualify Reseller from receiving the NC Brands year end rebate, (ii) cease supplying the Products to the Reseller for a specified period of time as determined by NC Brands, (iii) immediately cancel all orders from the Reseller, (iv) refuse to accept any future order from the Reseller, or (v) any combination of the foregoing.
