MAP Policy

In order to protect our brand and support distributors and re-sellers who have made investments in inventories and in marketing and promoting our products, J.W. Speaker Corporation has established a Minimum Advertised Price Policy (MAP Policy). This unilateral MAP Policy applies to J.W. Speaker products purchased and sold by U.S.-based automotive re-sellers.

OBJECTIVES

1. Protect our brand and reputation in the aftermarket.
2. Encourage and motivate partners who sell our products to support J.W. Speaker, authorized re-sellers and end users of our products.
3. Provide a mechanism that ensures a fair and reasonable profit for distribution partners and authorized re-sellers who invest in our brand.

MAP PRICING

Re-sellers are not required to indicate pricing for J.W. Speaker products in their advertising and promotional materials, but if a price is indicated, the advertised price of a product covered by this MAP Policy cannot be less than the current published list price (referred to as the Minimum Advertised Price, or “MAP”). Re-sellers may not sell J.W. Speaker products to any other re-sellers that advertise or otherwise promote the products in online or other media by indicating a price that is less than the MAP or that otherwise violate this MAP Policy. The MAP for products is the price listed on J.W. Speaker’s most recent MAP price sheets for re-sellers. If a product is not listed on the most current price sheet, or is identified as discontinued, it is not subject to MAP. J.W. Speaker reserves the right to update the MAP price sheets from time to time.

APPLICABLE ADVERTISEMENTS

This MAP Policy applies to all advertisements of products in any and all media including, without limitation, flyers, posters, coupons, direct mailers, brochures, inserts, newspapers, magazines, catalogs, mail-order catalogs, public signage, other print media, television, radio, e-mail, Internet websites, social media, e-commerce, any method which uses the hypertext transfer protocol (http) or any internal link to a web-based shopping cart, and other electronic media. This MAP Policy is not applicable to any in-store advertising in brick and mortar retail locations.

OTHER PROHIBITED ACTIONS

The inclusion in advertising of free or discounted products, cash rebates, “buy one, get one free”, or bundled promotions (offering two or more products for sale at one price, whether made by J.W. Speaker or another manufacturer) with a product covered by this MAP Policy, would be contrary to this Policy if it has the effect of lowering the advertised price of the product below the MAP.

ACTIONS NOT A VIOLATION

Advertising free shipping and/or handling or free financing promotions do NOT violate this MAP Policy. Re-sellers may advertise that customers can contact them directly to learn the re-seller’s actual sale price for a J.W. Speaker product.

SELLING PRICE NOT RESTRICTED BY POLICY

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 a customer within the re-seller’s store location, over the telephone, or via a virtual shopping cart (as described below). All re-sellers remain free to sell products at any prices they choose.

WEBSITES

The following apply specifically to online advertising:

• MAP Policy is not limited to the first landing page of a website, but includes all pages and links to other sites, including feeds to shopping portals and other listing services such as Amazon.com, EBay and other websites.
• All on-line marketing tactics which undermine the intent of this MAP Policy, such as the use of “cookies” to display pricing other than the MAP price are prohibited.
• The use of advertised discounts, coupons and value-added incentives that may convey a lower advertised price below MAP are prohibited.
• This MAP Policy also prohibits misleading advertising and “pointers” that imply a lower advertised price.
• This MAP Policy, however, does not apply once an item is placed in a customer’s “virtual shopping cart” on an Internet website, as once the pricing is associated with the customer’s intent to purchase, the price is deemed the “selling price” and falls outside this MAP Policy.

OTHER ACCEPTABLE PRACTICES

J.W. Speaker’s MAP Policy does not in any way limit the ability of any re-seller to advertise that they “have the lowest prices” or use other phrases of similar meaning. Prices may be omitted from advertisements, or may appear as “strike-through” or “mark-out” prices, provided that such price in the advertisement is at or above the MAP. MAP does not establish maximum advertised prices and retailers may advertise products at any price in excess of the MAP established for such item.

RESERVATION OF RIGHTS

From time to time, J.W. Speaker may engage in promotions with respect to certain products. In such event, J.W. Speaker reserves the right to modify or suspend the MAP with respect to the affected products upon written notice of such change. MAP pricing is established by J.W. Speaker and may be adjusted or terminated at any time by J.W. Speaker in its sole discretion upon written notice. J.W. Speaker further reserves the right to unilaterally suspend, amend, adjust or terminate this MAP Policy at any time with respect to all or certain products in its sole discretion upon providing written notice.

ENFORCEMENT OF MAP POLICY

J.W. Speaker will enforce this MAP Policy in its sole discretion. J.W. Speaker will investigate and resolve any reported violation unilaterally and in its sole discretion and will communicate its decision to the particular re-seller that is the subject of the investigation. J.W. Speaker has the right, but not the obligation, to monitor, review or audit re-sellers’ websites and other Internet communications that concern J.W. Speaker products. To monitor compliance with this MAP Policy, J.W. Speaker may also use one or more outside firms. Any failure by J.W. Speaker to require compliance with any provision of this MAP Policy by any re-seller will not operate as a waiver to request strict compliance in the future and will not result in any liability to any other re-seller.

ADMINISTRATION OF MAP POLICY

This MAP Policy shall be unilaterally administered by J.W. Speaker and shall be effective only for U.S. re-sellers. J.W. Speaker does not seek consultation with any re-seller, nor will J.W. Speaker accept an agreement with any re-seller regarding this MAP Policy. There are no third-party beneficiary rights to this MAP Policy.

VIOLATIONS OF MAP POLICY

Failure to abide by this MAP Policy will result in such consequences as J.W. Speaker may determine in its sole discretion. These consequences may include, without limitation, ineligibility to participate in advertising and sales promotions, loss of access to any discounts or rebates offered by J.W. Speaker, loss of right to use marketing funds or co-op advertising funds, loss of ability to participate in J.W. Speaker programs, loss of access to all or part of a J.W. Speaker product line, and suspension or termination of re-seller’s status as an authorized re-seller of J.W. Speaker products. J.W. Speaker may provide a warning for a first violation, but is not required to do so. Click here for a list of unauthorized dealers who have lost rights to sell J.W. Speaker product.

J.W. SPEAKER SALES PERSONNEL AND REPRESENTATIVES HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS MAP POLICY OR TO HAVE ANY COMMUNICATIONS WITH ANY RE-SELLER REGARDING VIOLATIONS OF THIS MAP POLICY.

All questions or comments regarding this MAP Policy should be directed to the Account MAP Coordinator, Jason Speaker, with a subject line that says “J.W. Speaker MAP Policy.” The MAP Policy Administrator will communicate with re-sellers about any MAP Policy violations or questions about this policy. If any provision of this MAP Policy is invalid or unenforceable in a given jurisdiction, it is to be modified or severed in that jurisdiction or province to the extent of such invalidity or unenforceability, and that fact does not affect the validity or enforceability of that provision in another jurisdiction or province or this MAP Policy’s remaining provisions.