Dealer MAP Policy
OWL VANS LLC MAP POLICY OVERVIEW November 30, 2020
To: All Owl Customers and Distributors
Re: Minimum Advertised Price (MAP) & Online Selling Policies
Owl, Minimum Advertised Price (MAP) Policy. All Owl products that are advertised, marketed and sold using copyrighted materials, trademarks, brands and/or trade-names belonging to one or the other of them. Owl has established a strong reputation for providing customers with high value Products and strong after-sales support in connection with the Products. Owl greatly values the efforts of all Distributors.
Effective November 30, 2020, Owl, for itself has unilaterally adopted this Minimum Advertised Price Policy (“MAP Policy”) regarding the Products, which shall apply to all distributors, wholesalers and retailers (collectively, “Resellers”) who resell Owl Products to end users located in the United States. Owl is adopting this MAP Policy to both preserve its strong reputation and its interest in, and the value of, its trademarks, brands and trade-names.
The following is Owl’s MAP Policy: 1. Minimum Advertised Pricing: This MAP Policy shall apply to the Products that are listed on Schedule A attached to this MAP Policy, as may be amended and/or revised from time to time. Owl advises each of its Resellers that advertising a Product using Owl copyrighted materials (including photographs from the Product line photo library or Owl-created product descriptions) at a price below the minimum advertised price shown on Schedule A attached hereto and made part hereof (“MAP”) may lead to certain consequences, including Owl’s discontinuance of its business relationship with such Reseller. Owl neither seeks nor will it accept any agreement or understanding with respect to MAP’s that a Reseller may advertise or charge at any time.
- “Advertising” shall include any price listing accessible to consumers in any and all media; including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media including web sites, email, newsletters, email solicitations, television,radio, public signage and trade shows. Owl’s intention and policy is not to engage any Reseller that advertises a Product at a price below its respective MAP. It is the decision of each Reseller to advertise a Product at any price it chooses, as long as it is not less than the respective Product’s MAP.
- “Advertising” shall not include any in-store advertising that is displayed only in the store and not distributed to any customer. In-store displays, point-of-sale signs, hangtags or bar codes or similar marks on Products or Product packaging that merely states the related Product’s price are not considered “advertising.” In addition, “advertising” shall not include individualized and non-automated price quotations sent via email to a consumer at the consumer’s request. Lastly, in-store mark down’s of discontinued merchandise approved by Owl are excluded from the MAP Policy.
- If pricing of a Product is displayed, any strike-through or other alteration of the MAP is prohibited. 2 2.
Limitation of the MAP Policy:
- Without limiting the foregoing, this MAP Policy is not intended to affect actual resale prices or require any Reseller to resell a Product for any specified price.
- This MAP Policy does not establish maximum advertised prices. All Resellers may offer Products at any price in excess of the respective Product MAP.
- This MAP Policy does not in any way limit the ability of any Reseller to advertise that “it has the lowest prices” or “it will meet or beat any competitor’s price” or that consumers should “call for a price” or phrases of similar import, as long as the price advertised or listed for a Product is not less than its MAP.
- Advertising that includes bundling or including a free or discounted product (whether manufactured by Owl or another manufacturer) with a Product covered by this MAP Policy generally would not violate this MAP Policy and is typically permitted. However, subtracting the value of such free or discounted product to advertise a “net” price that is below MAP is not permitted.
- Compliance with this MAP Policy remains at all times solely at the discretion of each Reseller. f. Prevention shall have no liability for any action taken by it under this MAP Policy.
3. Changes in MAP and Products: All Products are subject to this MAP Policy, including any new product(s) added by Owl to its list of Products and bearing Owl’s name. Owl may, at any time and in its sole discretion, revise the MAP for any Product. Each addition and each MAP revision shall be effective at such time as specified by Owl in its MAP schedule that will be provided to each Reseller. Owl’s last MAP lists are available to all Resellers at Owl’s office. All changes of MAPs, as and when made, will also be available.
4. MAP Policy Violations: Owl does not intend to do business with Resellers who degrade the brand image of Owl and its Products. Owl may, in its sole discretion, cease supplying Products to that Reseller and/or terminate all orders from or to, and all contracts with, a Reseller who fails to abide by this MAP Policy. Owl is not required to provide a Reseller violating this MAP Policy with any prior notice or to issue a warning prior to taking action under this MAP Policy. Distributors of Owl Products shall supply a copy of this MAP Policy to each existing and any new retail Reseller. Owl may monitor the advertised price of Resellers either directly or through the use of third party agencies. Owl reserves the right, in its unilateral discretion, to take other action to any Resellers that violate this MAP Policy.
5. Drop Shippers: Drop Shippers are defined as entities appointed by Reseller to distribute Product. “ThirdParty Fulfillment Centers” are defined as third party entities that, on behalf of the Reseller, store Product, receive customer Product orders, package Product in response to the customer orders, and ship the ordered Product to the end customer.
- Owl does not drop-ship for its dealers. Owl will not ship to, instal or work directly with any customer that has purchased through an authorized reseller or dealer. It is the responsibility of the reseller or dealer to handle fulfillment and/or installation of Owl products.
- Effective November 30, 2020, Reseller must receive prior written approval from Owl to warehouse, distribute and fulfill Product orders through the services of Drop Shippers or Third-Party Fulfillment Centers. We consider Third-Party Fulfillment Centers to include the use of Fulfillment-ByAmazon (FBA), Fulfillment-By- Sears (FBS) and other such services.
- Effective November 30, 2020, a Reseller using the services of Drop Shippers or Third-Party Fulfillment Centers previous to this Agreement is no longer authorized to replenish Drop Shippers or Third-Party Fulfillment Centers with additional Product without prior written approval of Owl.
- Effective November 30, 2020, a Reseller using the services of Drop Shippers or Third-Party Fulfillment 3 Centers previous to this Agreement can no longer advertise for sale, or list any Product on the Internet that uses the services of Drop Shippers or Third-Party Fulfillment Centers without prior written approval of Owl
6. Owl’s Sole Responsibility: This MAP Policy is solely Owl’s decision and responsibility acting through its duly authorized managers. It will make all decisions regarding this MAP Policy unilaterally. No employee or sales representative of Owl has any authority to discuss or modify this MAP Policy, and any action of any person claiming to modify this MAP Policy or to solicit or obtain the agreement of any person to this MAP Policy is unauthorized and invalid. Resellers with any questions should contact me at David@owlvans.com where Owl will respond in writing only. No oral communications about this MAP Policy are authorized. Thank you,
intellectual Property - As an industry innovator and holder of IP. Owl does not allow its retail partners to build, replicate or sell in any form products that replicate or violate Owl’s innovations, or IP regardless of current patent standing. Any violation of this policy will result in the discontinuance of the business relationship with Owl.