MINIMUM ADVERTISED PRICE (“MAP”) POLICY

Effective August 1, 2019

Introduction:

As a leading innovator of hydraulic products for industrial market, BVA is proud of its role in pioneering new products, designs, and innovative production methods that reduce costs and improve the quality of products in our industry.

We recognize that our high-quality dealers invest time and resources to deliver an extraordinary customer experience through knowledgeable staff and compelling vendor presentation. To support these efforts, BVA wishes to establish policies that allow distributors, retailers and resellers (collectively “resellers”), including those selling over the Internet, to earn the profits necessary to maintain the high level of customer excellence people have come to expect from BVA as well as perceived quality and brand for BVA products in the marketplace.

As a result, BVA has unilaterally adopted a MINIMUM ADVERTISED PRICE POLICY (“MAP Policy”). This MAP Policy is aimed at assuring that the perceived value of BVA products remains high which also supports the perception of BVA’s brands, reputation and competitiveness.

MAP Policy Guidelines and Requirements:

These policies apply to all U.S. and Canadian customers who resell the BVA products. The 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 within the dealer’s location, over the telephone or through a “bid” process. “Downstream Reseller” means one of your customers who resell the BVA Products covered by this MAP Policy. This MAP Policy does not prohibit BVA’s customers or their Downstream Resellers from selling covered BVA products at any price they choose. It simply means that advertised price must conform to this MAP Policy. BVA is confident that this program will strengthen its competitiveness and benefit all of its distributors and resellers.

  1. As a direct purchaser of BVA product, you are responsible for assuring that any Downstream Resellers adhere to this MAP Policy. You must provide a copy of this policy to Downstream Resellers who are reselling BVA products covered by the MAP Policy. You may be held responsible for any violations of this MAP Policy committed by your Downstream Resellers.

  2. BVA reserves the right, in its unilateral discretion, to take action with respect to any reseller that violates this MAP Policy. The MAP Policy will be enforced by BVA in its sole discretion.

  3. In its unilateral discretion, BVA will not do business with any reseller, as to the products covered by this MAP Policy, if that reseller intentionally advertises any BVA Product below its MAP price or sells product covered by the MAP Policy to downstream resellers who have not agreed to follow the MAP Policy.

  4. Although BVA’s customers and Downstream Retailers remain free to establish their own resale prices, BVA reserves the right to cancel all orders and indefinitely refuse to accept any new orders from any resellers following BVA’s verification that such reseller has advertised any BVA Products at a net retail sales price less that the then-current MAP retail price established by BVA, or if reseller has violated this policy in any other way.

  5. BVA recognizes that any authorized BVA account can make its own decisions to advertise and sell any BVA product at any price it chooses without consulting or advising BVA.

  6. BVA will maintain an updated list of products that will fall under this MAP Policy. BVA reserves the right to update or modify this list at any time.

  7. This MAP Policy applies to all advertisement of BVA Products 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 websites, forums, email newsletters, email solicitations, television, radio, and public signage. Such website features as “Click for price”, automated “bounce – back” pricing e-mails, pre-formatted e-mail responses, forms, 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 the reseller (rather than by the customer) and this constitutes “advertising” under this MAP Policy. It is not a violation of this MAP Policy to provide the customer with a price below MAP once an item is placed in a customer's "virtual shopping cart" on an internet website. Pricing that is associated with the end customer's intent to purchase is deemed the "selling price" and is compliant with the MAP Policy. BVA’s customers and their Downstream Resellers remain free to sell products at any price they choose. This MAP Policy also applies to any activity which BVA determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases’ and the like.

  8. It shall NOT be a violation of this MAP Policy to advertise in general that the reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP Policy.

  9. From time to time, BVA may permit resellers to advertise BVA Products at prices lower than the MAP retail price. In such events, BVA reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to all of its customers of such changes.

  10. From time to time BVA may offer a direct manufacturer’s rebate to customers. In such event, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that (a) the advertisement include a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; (b) an asterisk is placed next to the net price after manufacturer’s rebate; and (c) the “*After manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.

  11. Where BVA products are bundled with or sold as part of a package that includes other products, it shall be a violation of this MAP Policy to sell or advertise the bundle (or package) at a price that in the exercise of BVA’s reasonable discretion would be lower than the MAP Policy price for the BVA Product covered by the MAP Policy when a fair allocation of the costs of the (non-MAP) elements of the bundled elements are considered.

  12. It shall be a violation of this MAP Policy to include in any advertising for BVA Products any additional discount, coupon, gift card, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of any BVA product below MAP. Advertising that includes an additional discount, coupon, gift card, points, or any other incentive for future purchases (regardless of whether the future purchases is of a BVA product) shall be evaluated under the same guidelines as described in Section 11 regarding product bundling. For example, a gift card redeemable on a future purchase would be considered an “other product” under Section 11. This Section 12 shall not apply to any manufacturer’s rebate from BVA on BVA products or its partners’ products.

  13. It shall not be a violation of this MAP Policy to advertise that a customer may” call for price” or “email for price”, or to use similar language, specifically with respect to BVA products, so long as no price is listed.

  14. If a reseller with multiple store locations violates this MAP Policy at any particular store location, then BVA will consider this to be a violation by all of the reseller’s locations.

  15. Failure to abide by this MAP policy will result in such consequences as BVA, in its sole discretion, may determine. These consequences may include, but not limited to, ineligibility to participate in advertising and/or sales programs, loss of quality pricing, loss of access to particular BVA products and termination of eligibility as an authorized BVA reseller.

  16. This MAP Policy has been adopted unilaterally and is not negotiable. BVA’s sales representatives have no authority to modify or grant exception to this MAP Policy, nor are permitted to discuss or make any agreements/ assurances with respect to this Policy regarding reseller advertising or pricing.

  17. All questions or comments regarding this MAP Policy should be directed to the policy administrator. The policy administrator shall be solely responsible for determining whether a violation of this MAP Policy has occurred, for communicating any violations with the distributor or reseller, and enforcing consequences, if any. Resellers, who are in doubt as to whether a planning advertisement will comply with MAP Policy, should contact the policy administrator for guidance.