UNILATERAL MINIMUM ADVERTISED PRICE (MAP) POLICY - OLIVER THOMAS
Effective Date: [4-13-2022]
Last Updated: [4-13-2022]
Oliver Thomas (a division of Black Diamond Group, Inc.) (“Oliver Thomas” “we,” “us,” and “our”) is a retailer of premium bags and accessories. In order to preserve our reputation for providing consumers with high-quality products and customer service, and to protect and enhance our brand image in the marketplace and our significant investment in developing that brand, Oliver Thomas is unilaterally adopting and instituting this Minimum Advertised Price Policy (“MAP Policy”), effective as of the Effective Date set forth above. Oliver Thomas values and appreciates the efforts of its retailing partners to distribute our products and provide after-sales service to our customers, and we believe that our implementation of this MAP Policy will support our efforts to continue to create and develop products of the highest quality for consumers.
- To Whom Does the MAP Policy Apply?
This MAP Policy applies to all retailers of Oliver Thomas products in the United States (collectively, “Retailers”).
- What Products Does the MAP Policy Cover?
This MAP Policy covers all Oliver Thomas products (“Covered Products”). Without limiting the generality of the foregoing, as described in greater detail elsewhere in this MAP Policy, we may from time to time and in our sole discretion exclude certain of our products from treatment as Covered Products under this MAP Policy on a temporary or seasonal basis, including such exclusions as may be necessary to accommodate special promotional timetables or events.
- What is the MAP Policy?
Oliver Thomas has unilaterally determined that, except as otherwise provided in this MAP Policy, it will distribute its products only through Retailers that do not, either expressly or by implication, advertise, display, or offer any price for any Covered Products that is less than our manufacturer’s suggested retail price (MSRP) for such Covered Products, which we shall be free to establish and modify at any time without notice in our sole discretion (the “MAP Price”). We may communicate MAP Prices to Retailers via email. The current MAP Price for each of the Covered Products is available on our wholesale website, located at www.TheOliverThomasWholesale.com, and Retailers are responsible for obtaining our current MAP Price prior to advertising Covered Products. This MAP Policy applies only to the advertised price of Covered Products and does not apply in any way to the sales price or the actual price that the consumer ultimately pays for the Covered Products. Retailers retain complete discretion to set their own selling price for Covered Products, and nothing in this MAP Policy shall be construed or deemed to be a restriction or limitation on that discretion.
- What Means and Methods of Advertising Does the MAP Policy Cover?
This MAP Policy covers all methods of advertising, offering, or promoting for sale any Covered Product, including on the internet, such as by banner ads, search engines (including search engine optimization), e-mail, text, social media, discussion boards, blogs, as well as offline, such as by print, radio, television, and public signage, and any other means of affirmatively promoting the sale of the Covered Products or that display, offer, or imply by other content or promotions, an advertised price of Covered Products below the MAP Price, including prices implied by the bundling of free or discounted products with Covered Products, buy-one get-one free offers, volume discounts, rebates, or discounting offers. Retailers may not, except as otherwise provided in this MAP Policy or authorized by Oliver Thomas, use the name of any Covered Product or our name or logo to advertise any sale or promotion offered by Retailers. This MAP Policy expressly prohibits any Retailer from including Covered Products in any advertisement for a store-wide or website-wide promotion or sale that would effectively suggest or imply the availability of a price lower than the MAP Price, including through the use of generally-applicable coupons or promotion or discount codes, and any such advertisement shall expressly exclude Covered Products from any such promotion or sale. This MAP Policy expressly encompasses and prohibits the use of text or other content that implies the availability of a price of a Covered Product lower than the MAP Price, including a visible strike out, deletion, or alteration of advertised prices or the use of “call for price,” click for price,” “check cart for price,” “view for price,” or similar phrases. In determining whether a Retailer’s advertised, displayed or offered price of a Covered Product is less than the MAP Price, all advertised discounts, credits, and rebates (excluding advertised offers of free shipping) shall be included.
A Retailer may sell Covered Products at whatever price it deems appropriate in its sole discretion at checkout or other point of sale (including, in the case of internet websites, pages where a customer has placed a Covered Product for purposes of actually purchasing such product) provided however that prior to such point of sale no methods expressly prohibited by this MAP Policy may be utilized to advertise, offer, or imply prices of Covered Products below the MAP Price. Advertised offers of free shipping are not covered by this MAP Policy, provided that the advertised prices for Covered Products subject to such offers otherwise comply with the terms hereof.
- Are There Exceptions or Exclusions to the MAP Policy?
Oliver Thomas reserves the right to announce and authorize special programs, promotions, offers, and discounts to which this MAP Policy will not apply, and to exclude certain of our products from treatment as Covered Products under this MAP Policy on a temporary or seasonal basis.
- How is the MAP Policy Amended?
We may from time to time unilaterally amend, suspend, modify, or cancel this MAP Policy in whole or in part, add or remove products from the definition of Covered Products, or change the MAP Price applicable to Covered Products, in each case in our sole discretion and without prior notice. Any subsequent correspondence from us that expressly references this MAP Policy and contains terms that are different from or conflict with the terms hereof shall be deemed to be an amendment to this MAP Policy, effective as of the date of such correspondence. This MAP Policy shall remain effective by its terms until further notice to the contrary, and the failure to provide any further notice hereof shall not modify or impair the terms hereof or any rights we may have hereunder.
- What Are the Consequences of Violating the MAP Policy?
Violations of this MAP Policy may result in sanctions up to and including termination of the business relationship between Oliver Thomas and the violating Retailer. Oliver Thomas does not seek, and will not acknowledge or accept, any agreement by a Retailer to cure the violation or otherwise comply with this MAP Policy. The failure by Oliver Thomas to take one or more actions with respect to a violation of this MAP Policy shall not constitute a waiver of Oliver Thomas’ right to take any such actions at a later date for any past, present, or future violations of this MAP Policy.
- How Will the MAP Policy be Implemented, Interpreted, and Applied?
- Oliver Thomas has unilaterally developed and implemented this MAP Policy and we have not sought, nor will we acknowledge or accept, any input from any Retailers regarding the MAP Policy or its application or the assurance or agreement by any Retailer to comply with its terms. This MAP Policy is not an agreement between Oliver Thomas and any Retailer.
- This MAP Policy does not confer any direct or indirect rights on any Retailer, whether as a third-party beneficiary or otherwise, concerning the acts or omissions of any other Retailer or the compliance with the terms hereof, and Oliver Thomas will not discuss or solicit any discussion regarding any aspects of any Retailer’s adherence to this MAP Policy with any other Retailer. Oliver Thomas does not undertake, and expressly disclaims, any obligation to enforce this MAP Policy as against any other Retailer. Retailers are expressly prohibited from discussing other Retailers’ advertised prices of Covered Products or compliance with this MAP Policy with any Oliver Thomas employee or representative or any other Retailer.
- All matters regarding the implementation, interpretation, and application of this MAP Policy are and shall remain within the sole discretion of Oliver Thomas, and all determinations made by Oliver Thomas pursuant to this MAP Policy shall be final and binding. No such determinations shall be the subject of discussion or negotiations between us and any Retailer.
- All communications regarding this MAP Policy must be in writing and directed to the following:
Oliver Thomas MAP Administrator
No other Oliver Thomas employee or representative is authorized to discuss any aspect of this MAP Policy or violations hereof with any Retailer.
Nothing in this MAP Policy shall be deemed to be authorization from Oliver Thomas for Retailers to advertise Covered Products. Any such authorization shall be issued pursuant to and subject to the Terms and Conditions of Sale between the respective Retailer and Oliver Thomas.
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