OE Wheel Distributors, LLC and its subsidiaries or brands including, but
not limited to 4PLAY® Wheels, DEFIANT® Wheels, and OE Wheels Replica, has
unilaterally decided that its business interests are best served through
the adoption of a minimum advertised price ("MAP") policy for its
products. OE Wheel Distributors, LLC, manufactures and markets products
under the multiple premium brands, which identifies those products to the
consuming public as having characteristics of excellence and superior
quality. OE Wheel Distributors, LLC has invested significant resources in
product innovation, development, and marketing to build and maintain its
reputation for high quality and to generate goodwill in all the OE Wheel
Distributors, LLC brands. This MAP policy is designed to: (1) help ensure
its products' quality, reliability, and safety; (2) support the OE Wheel
Distributors, LLC brands as premium product offerings; and (3) support OE
Wheel Distributors, LLC wholesalers and retailers to provide top-level
service to their customers. This MAP policy has been unilaterally
developed and adopted by OE Wheel Distributors, LLC and will be
unilaterally enforced by OE Wheel Distributors, LLC. The business
relationship between OE Wheel Distributors, LLC and each of its
wholesalers and retailers remains an “at will” business relationship.
OE Wheel Distributors, LLC reserves the right to terminate such business
relationships without cause and at any time.
INTELLECTUAL PROPERTY RIGHTS
OE Wheel Distributors, LLC is the sole owner of all intellectual
property rights associated with its branded products, including but not
limited to all patents, copyrights, trademarks, trade names, brands,
images, descriptions, and likenesses of its products ("Intellectual
Property"). No alterations to OE Wheel Distributors, LLC’s Intellectual
Property will be allowed without prior written consent from authorized
OE Wheel Distributors, LLC personnel. OE Wheel Distributors, LLC
reserves the right to revoke Intellectual Property usage privileges at
any time for any reason without prior notification or warning to any
user.
OE WHEEL DISTRIBUTORS, LLC ADVERTISING CONTRIBUTIONS
To support its wholesalers and retailers, OE Wheel Distributors, LLC
contributes the cost of all marketing materials such as catalogues,
merchandising solutions, public relations, traditional and digital media
investments to support its products’ brand and in doing so furnishes a
limited right to use OE Wheel Distributors, LLC’s Intellectual Property
for the express purpose of supporting its wholesalers and retailers’
advertising of all OE Wheel Distributors, LLC products. All
advertisements using OE Wheel Distributors, LLC products or any OE Wheel
Distributors, LLC’s Intellectual Property must fully comply with all
local, state and federal laws on advertising.
POLICY COVERAGE
This MAP policy applies to all OE Wheel Distributors, LLCs’ 4PLAY®
Wheels, DEFIANT® Wheels, and OE Wheels Replica products sold by its
wholesalers and retailers in the United States. This MAP policy applies
to the advertisement of all 4PLAY® Wheels, DEFIANT® Wheels, and OE
Wheels Replica products in all media including, without limitation,
flyers, posters, electronic media, television, radio and public signage,
coupons, mailers, inserts, newspapers, magazines, catalogs, mail order
catalogs, direct emails, and all “Online Advertising.” Online
Advertising specifically includes “shopping carts,” “member prices,”
“logged-in” customer areas, prices shown in any online “checkout”
function and any communication or display of a price accessible by a
search engine, web crawler, and/or specialized shopping and pricing
engines. Advertising includes any websites or other places accessible by
the internet including, without limitation, auction sites (e.g., eBay
and Buy-it-Now). Advertising also includes in-store signage within a
brick-and-mortar store.
If an image of a Product is shown in any Online Advertising, the MAP
price for that Product must also be shown in that advertisement. (This
requirement will not apply to advertising that conveys general
information about the Product or the OE Wheel Distributors, LLC brands
for the purpose of inducing the potential customer to seek additional
information about the Product or the OE Wheel Distributors, LLC brands
and that does not solicit the purchase of the Product directly (e.g., a
banner advertisement on a wholesaler or retailer website without a
price.)
Advertising in a way that (a) suggests that the wholesaler or retailer
is offering a Product at prices below MAP or (b) otherwise solicits
potential customers to place the Product in another stage of an online
transaction that ultimately displays a price lower than the MAP, is a
violation of this Policy.
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Examples of such violations include, without limitation, “prices too
low to mention,” or “our manufacturer won’t let us tell you the
price,” “click for price,” “mouse over for price,” a MAP
strike-through (example: $339.99), “see final price at check out,” or
“call for price.”
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Rounding down the price to the nearest dollar, e.g., $399, rather than
$399.99, will constitute a violation of this Policy. From time to
time, OE Wheel Distributors, LLC may offer special promotions on the
Products. Advertising in violation of any discount program terms will
also constitute a violation of this Policy.
Advertising “financing” or “free shipping” is not a violation of this
Policy.
Two or more Products may be featured in the same ad, if the advertised
prices for the Products are not below the MAP price (or, if two or more
Products are advertised at a single bundled price, the combined
advertised price is not below the combined MAP for the two or more
Products).
A wholesaler or retailer that fulfills orders for another company that
advertises Products on behalf of such entity will be in violation of
this Policy, unless such wholesaler or retailer causes the unauthorized
entity to discontinue the advertising that violates this Policy within
forty-eight (48) hours from notification by OE Wheel Distributors, LLC
of such violation.
This MAP policy also applies to all OE Wheel Distributors, LLC products
sold via any wholesaler or retailer website, including but not limited
to an original company website and/or any/all affiliate websites where
wholesalers and retailers advertise OE Wheel Distributors, LLC products
electronically.
RETAIL MINIMUM ADVERTISED PRICE POLICY
The Minimum Advertised Price (“MAP”) for all OE Wheel Distributors, LLC
products is the price (for example: $330.00 on P/N 9510963) as listed on
the current published 4PLAY® Wheels, DEFIANT® Wheels, and OE Wheels
Replica retail websites or in our Price List’s Column “MAP” provided to
its wholesalers and retailers.
MAP POLICY NONCOMPLIANCE
OE Wheel Distributors, LLC shall unilaterally determine any
noncompliance with this MAP policy. OE Wheel Distributors, LLC will not
accept any communication from any wholesalers or retailers regarding the
willingness of wholesalers or retailers to bring their advertised prices
into compliance with the MAP policy. In the event a wholesaler or
retailer chooses not to follow this MAP policy, OE Wheel Distributors,
LLC will take the action listed on the Suspension Schedule. These
actions are not debatable or appealable and will not be changed based on
a wholesaler or retailer’s commitment regarding future practices.
RESALE SELLING PRICES EXCLUDED
This MAP policy does not apply to resale selling prices. OE Wheel
Distributors, LLC does not establish resale selling prices. Wholesalers
and retailers are always free to determine their own resale selling
prices.
NO AGREEMENT IS INTENDED
Nothing in this MAP policy is to be intended to be a contract or
agreement between OE Wheel Distributors, LLC and any wholesaler or
retailer as to the terms of this MAP Policy.
UNILATERAL ACTION
OE Wheel Distributors, LLC will not enter any discussions with any
wholesaler or retailer on any conditions of acceptance related to this
MAP policy, as it is non-negotiable, and will not be altered for any
wholesaler or retailer. OE Wheel Distributors, LLC neither solicits, nor
will it accept, any assurance of compliance with this MAP policy from
any wholesaler or retailer. It is entirely within the discretion of the
wholesaler or retailer whether to comply or not comply with this MAP
Policy.
MODIFICATIONS
OE Wheel Distributors, LLC will determine the MAP prices for new
Products when introduced. From time to time, OE Wheel Distributors, LLC
may establish or change MAP pricing for any Product. This Policy may be
terminated or changed by OE Wheel Distributors, LLC at any time.
SUSPENSION SCHEDULE
FIRST VIOLATION
A First Violation occurs when a OE Wheel Distributors, LLC product is
advertised in a way that (a) suggests that the wholesaler or retailer is
offering a Product at prices below MAP or (b) otherwise solicits
potential customers to place the Product in another stage of an online
transaction that ultimately displays a price lower than the MAP. A First
Violation will result in a notice and a 48-hour grace period in which
the wholesaler or retailer has to comply with the MAP Policy from
notification by OE Wheel Distributors, LLC of such violation.
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A First Violation occurs when the wholesaler or retailer advertises a
Product below its MAP.
SECOND VIOLATION
Second Violation occurs when a OE Wheel Distributors, LLC product is
advertised in a way that (a) suggests that the wholesaler or retailer is
offering a Product at prices below MAP or (b) otherwise solicits
potential customers to place the Product in another stage of an online
transaction that ultimately displays a price lower than the MAP after
the 48-hour grace period. A Second Violation will result in a second
notice and suspension of all shipments of OE Wheel Distributors, LLC
Products and suspension of the wholesaler or retailer’s license to use
OE Wheel Distributors, LLCs’ Intellectual Property for thirty (30) days
from notification by OE Wheel Distributors, LLC of the Second Violation.
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A Second Violation occurs when the wholesaler or retailer advertises a
Product below its MAP directly subsequent to the commission of the
First Violation, or within twelve (12) months after the wholesaler or
retailer committed the First Violation.
THIRD VIOLATION
A Third Violation will result in termination of the wholesaler or
retailer authorization by OE Wheel Distributors, LLC to market and sell
the Products and termination of the wholesaler and retailer’s license to
use OE Wheel Distributors, LLCs’ Intellectual Property. The wholesaler
and retailer will be placed on a do not sell, do not ship list.
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A Third Violation occurs when the wholesaler or retailer advertises a
Product below MAP directly subsequent to a Second Violation or within
twelve (12) months after the wholesaler or retailer has committed the
Second Violation.