MAVERICK ABRASIVES CORPORATION

MINIMUM ADVERTISED PRICING POLICY

 

Date: November 1, 2024

Establishment of MAP Policy

Effective immediately, Maverick Abrasives Corporation and all of its subsidiaries and affiliates (collectively, the “Company”) independently and unilaterally establishes this Minimum Advertised Pricing Policy (this “MAP Policy”) setting the MAP Price (as defined below) for each of the Company’s products listed for sale on www.renegadeproductsusa.com (collectively, the “Products,” and each a “Product”), which applies to all resellers that sell the Products and all forms of reseller advertising and media, including, without limitation, the internet and any other electronic network (collectively, “Resellers,” and each a “Reseller”). This MAP Policy completely amends and restates any minimum advertised pricing policy previously established by Company prior to the date stated above.

MAP Price

“MAP Price” is the price the Product is advertised for sale on Company’s website www.renegadeproductsusa.com, which may be modified from time to time by Company in its sole discretion.

The MAP Price also applies to the following Products sold by Company as white-labeled Products:

• White-label Pro Red Metal Polish
• White-label EZ Red Metal Polish
• All buffing compounds

The MAP Price for a Product advertised in currencies other than U.S. dollars will be the MAP Price as adjusted to account for the applicable foreign currency exchange rate.

If a Product is sold in a size, quantity or volume different than that sold on Company’s website, the MAP Price will be deemed to be the same price but adjusted for the variance in the size, quantity or volume (for illustrative purposes only: if a 24 oz. Product is sold on Company’s website for $18.00, the MAP Price for the same Product in a 48 oz. volume would be $36.00).

Resale Prices not Controlled

This MAP Policy is not, nor is it to be construed as, an attempt by Company to set resale prices, nor is it an agreement, between Company and any Reseller or other party.

Resellers are Responsible for Compliance

Company will not accept any assurances of compliance with the MAP from any Reseller. Each Reseller must independently choose whether to comply with the terms of this MAP Policy.

Not Negotiable

The MAP is not negotiable and will not be altered for any individual Reseller or group of Resellers.

Purpose of MAP Policy

An important part of growing a high-quality brand is maintaining price points that reflect the true value of the Products.  Therefore, Company has implemented this MAP Policy which is designed to:

1. prevent erosion of the perceived value of the Products; and
2. maintain sufficient profit margins so retailers can provide the shopping experience and service customers expect.

Advertising and promotional activities play a critical role in establishing the image and reputation of Company’s brands.  This MAP Policy is designed to ensure that all Product advertising focuses on features, benefits, guarantees, and quality.  This advertising is essential to ensure that consumers perceive an appropriate value for the Products. Company believes this MAP Policy will establish long-term value of Company’s brands in the minds of its consumers.

Application of MAP Policy

1. This MAP Policy applies to all of the Products.
2. This MAP Policy may be modified, suspended, or discontinued (in whole or in part), or specify certain periods during which this MAP Policy is inapplicable, from time to time at the Company’s sole discretion.
3. This MAP Policy applies equally to all of Company’s direct Resellers as well as those who purchase Products through any distributor of Products. Resellers who resell Products to third party internet sellers are required to inform the third-party internet seller of this MAP Policy.
4. This MAP Policy applies to all forms of advertisements, posters, media sites, apps, or any other electronic media as well as prints advertisements, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage regarding Products.
5. Website features such as “click for price,” automated “bounce-back” pricing emails, pre-formatted email responses, forms and automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by Reseller (rather than the customer), and thereby constitute “advertising” under this MAP Policy.
6. Advertising the bundling or inclusion of a free or discounted product (whether supplied by Company or another manufacturer) with a Product is a violation of this MAP Policy and is not permitted, unless the same bunding or inclusion is being offered by Company on its website.
7. This MAP Policy also applies to any activity which Company determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy.

Exceptions

1. This MAP Policy does not apply to purchase pages or any “check-out page” of any Reseller’s website or related internet site (i.e., the page on which the consumer actually completes the purchase of the Product).
2. This MAP Policy applies only to advertised prices and does not apply to the price at which the Products are actually sold or offered for sale to an individual consumer. Further, this MAP Policy does preclude Resellers from advertising the availability of non-Product specific coupons for lower sales at checkout.
3. This MAP Policy does not in any way limit the ability of any Reseller to advertise that “they have the lowest prices” or they “will meet or beat any competitor’s price,” that the consumer should “call for a price” or to use similar phrases as long as the price advertised or listed for a Product is not less than the applicable MAP Price.
4. This MAP Policy does not establish maximum advertised prices at which Products may be sold. Resellers may advertise a Product at any price more than the applicable MAP Price.
5. This MAP Policy does not apply to solely on-premise or in-store advertising that is not distributed to customers.

Violation of MAP Policy

Resellers who violate this MAP Policy will be subject to loss of their eligibility to purchase the Products. In the event there is a violation of this MAP Policy, Company will take the following actions:

First Violation - If a Reseller violates this MAP Policy and does not correct the violation within 24 hours after being notified of the violation in writing by Company, Reseller will be suspended from acquiring Products for 90 days.

Second Violation - If a Reseller commits a second violation, Reseller will be suspended from acquiring Products for 180 days.

Third Violation - If a Reseller commits a third violation, (i) Reseller shall be suspended from acquiring Products for one year, after which time Reseller must apply to purchase Products; and (ii) all unpaid balances outstanding to Company at the time of the third violation shall immediately become due and payable.

MAP Policy Created Unilaterally by Company

This MAP Policy is created independently and unilaterally by Company, without any involvement of any Reseller or other third party.

Modification, Suspension or Discontinuance of MAP Policy

From time to time, Company may implement promotions for Products covered by this MAP Policy.  Company further reserves the right to modify, suspend, or discontinue this MAP Policy in any manner and at any time, in its sole and absolute discretion.  Without limiting the generality of the foregoing, Company shall allow 30 days after a MAP Price is increased for the new price increase to be incorporated into Reseller’s advertising before it will be deemed a violation of this MAP Policy.

No employee or sales representative of Company has any authority to discuss or modify this MAP Policy and any action of any person, which claims to modify this MAP Policy or to solicit or obtain the agreement of any person to this MAP Policy, is unauthorized and invalid.  No oral communications about this MAP Policy are authorized by Company.