Seachem Laboratories, Inc.
Minimum Advertised Pricing and Distribution Policy
Effective March 15, 2017
I. INTRODUCTION AND PURPOSE OF POLICY
This policy applies to any and all individuals that advertise the sale of Seachem products to end users (hereinafter “Business Partners”)
Seachem has spent years developing its brand and its reputation for superior aquarium maintenance products. To preserve and enhance its brand image, promote competition in the sale of its products and between its products and competing brands, and maintain a mutually profitable relationship with its Business Partners defined below, Seachem has adopted this Minimum Advertised Price Policy (“MAP Policy”) for selected products in the United States.
Seachem has implemented this MAP Policy after unilaterally determining that extensive advertised discounting of Seachem Products by certain retailers (both authorized and unauthorized) is threatening to detract from the value and image of Seachem Products, harm Seachem’s reputation as a manufacturer of high-quality aquarium maintenance, and impair Seachem’s ability to compete effectively against other high-end brands of aquarium maintenance products. Such advertised discounting also permits discounting retailers to “free ride” on the superior (but costly) customer service and promotional efforts of certain Business Partners and the significant promotional expenditures of Seachem.
The following is a statement of Seachem’s unilateral policy and expresses the terms upon which we will deal with our Business Partners. Seachem may modify this policy in its sole discretion, from time to time and such changes shall apply equally to all of Seachem’s Business Partners.
II. SEACHEM’S MINIMUM ADVERTISED PRICE POLICY
All Business Partners advertising Seachem’s products must comply with Seachem’s MAP Policy. Seachem’s MAP Policy applies to any and all individuals and organizations that advertise the sale of Seachem products and sell Seachem products to end users of such.
No Business Partner may advertise or offer for public sale, a Seachem product subject to the MAP Policy at a price less than the MAP prices specified in Exhibit A to this Policy.
The MAP Policy applies only to Advertised Prices as defined below, not Resale Prices. Business Partners remain free to set Resale Prices at the levels they select.
Seachem will unilaterally enforce this MAP Policy without assistance or input from any Business Partners or third-party sellers.
This MAP Policy applies to Advertised Prices of Seachem products in any and all forms, except as specifically provided herein.
Business Partners may communicate Resale Prices to customers in a variety of ways without violating this Policy. For example, they may: (i) communicate Resale Prices to consumers who contact them directly to request a price via email or phone; (ii) communicate them on a secure “Checkout” or “Cart” page after the user indicates an intent to purchase by adding the item to their cart and beginning the purchase process; (iii) issue coupons to be applied at checkout that lower the Advertised Price to their desired Resale Price; or (iv) advertising percentage and dollar-off discounts:
Bundled promotions do not violate the MAP Policy so long as the following criteria are met:
- If a price for the Seachem product is noted, price for such product must be no lower than the MAP for such product;
- If only Seachem products are included in the bundle, the bundle price must be at least the sum of the individual MAP prices;
- If Seachem products are bundled with third party products, the bundle price must at least equal to or exceed the sum of the individual MAPs for the Seachem products;
- The advertisement may not state a value that is less than MAP or advertise any Seachem product as “free” or “discounted”; and
- If an advertisement offers a 'gift' with the purchase of a Seachem product, the value of the gift may be stated, but may not be subtracted from the Seachem product to show a net price that is below MAP.
Non-compliance with MAP Policy
Business Partners advertising Seachem products must comply with the MAP Policy. In the event that any Business Partner violates the MAP Policy, Seachem may reduce or eliminate volume discounts extended to such Business Partner, or for which the Business Partner may become eligible. If any Business Partner violates the MAP Policy more than once, Seachem reserves the right to revoke such Business Partner’s authorization to purchase and resell Seachem products.
Seachem will enforce the MAP Policy in its sole discretion on a case by case basis . If Seachem determines that a violation has occurred, there is no appeal process.
Any mistake or error on the part of a Business Partner, inadvertent or not, may be considered by Seachem to be a violation of this Policy. The specific details of any such occurrence may be considered by Seachem and may affect the unilateral decision made by Seachem in each situation.
Questions Regarding the MAP Policy:
MAP compliance is the responsibility of the Business Partner. All questions should be in writing or email and submitted directly to Seachem. In the absence of a response from Seachem, all advertisement placement is at the Business Partner's own risk.
All Seachem employees and sales representatives have been instructed not to discuss the application or enforcement of this Policy, or any investigation or actual or alleged violation. Seachem requests that Business Partners do not attempt to discuss the application or enforcement of this Policy, or any investigation or actual or alleged violation with Seachem employees or sales representatives.
An “Advertised Price" means the price for any Seachem Product contained in any advertisement. An “advertisement” includes, but is not limited to, statements communicated to the public through any media (print, radio, television and internet) including, but not limited to, paid and unpaid advertisements, catalogs, billboards, fliers, classifieds, internet listings, websites (including the retailer’s own website and/or any other website, and regardless of whether such website is a club store website, paid membership website, or password protected website) or through any third-party internet marketplace, listing aggregators, or CPA/PPA services, such as Google Adwords), “pop-up” ads, linked videos, blogs, emails, and mailings. An “Advertised Price” specifically excludes a price only visible on a secure “Checkout” or “Cart” page after the user indicates intent to purchase by adding the item to their cart and beginning the purchase process, however, a statement or other indicator to the consumer indicating that a lower price is available by going to the “Checkout” or “Cart” page will also be deemed an Advertised Price.