Unilateral Reseller Minimum Advertised Price (MAP) Policy for Omni Series Assortment

The MAP policy will apply to all North American dealers and distributions. – List of MAP products

  1. Purpose: Twin-Star International Inc. (“Twin-Star”) is unilaterally implementing a Minimum Advertised Price (“MAP”) policy. This policy is being adopted to maintain brand equity of ClassicFlame and Bell’O branded products (“Products”) and ensure the advertising of Products conveys to end consumers the value of Twin-Star products. Pursuant to the MAP, Twin-Star does not permit a reseller, distributor, retailer, catalog retailer, online retailer, online auctioneer, etc. (“Dealer”) of its Products to advertise its Products in the mass media below the MAP prices. This Policy has no relevance to a Dealer’s actual sale price. It only relates to the advertised price. This is a unilateral policy and these terms are effective as of June 1, 2017 and supercedes all previous Bell’O Interational Corp and Twin-Star International Inc. Minimum Advertised Price Policies.
  2. General Guidelines:
    1. The products covered by this policy are listed in Addendum A. Twin-Star may in its sole discretion modify this list from time to time.
    2. The MAP Policy applies to advertised prices, not the price at which MAP Products are actually sold or offered for sale to an individual in-store or over the telephone.
    3. Twin-Star further reserves the right to unilaterally adjust the MAP with respect to all or certain products at its sole discretion upon seven (7) days advance written notice to the Dealers, provided that such changes shall apply equally to all Dealers of Twin-Star. Policy modifications shall be made available on the Twin-Star website at www.TwinStarHome.com.
  3. Minimum Advertised Pricing: MAP price has been established in the attached Addendum and is based on the Suggested Sell Price shown in the most current Twin-Star pricelist. All prices appearing in Dealer advertising and promotions in the mass media must be at or above the amounts specified. MAP Policy has been established by Twin-Star in its sole discretion. Twin-Star reserves the right to amend, revise, suspend or cancel its MAP Policy for some or all of its Products at any time with written notice. Such changes shall apply to all Twin-Star Product Dealers. The MAP policy applies to all advertisements in all media, including but not limited to, the internet websites, any use of hypertext transfer protocol or internal links to a web based shopping cart and any other electronic media, public signage, short message service, publications, newspapers, coupons, magazines, catalogs, billboards, flyers, mailers, newsletters, inserts, TV, radio, email, fax and telemarketing. All advertisements of MAP Products must include the Twin-Star product name and a price at or above the MAP. Any reference in Dealer advertising to discounts, Dealer-initiated rebates, gift certificates or free product that, when deducted from the advertised price, reduces the net price of the advertised Product below MAP price is a violation of this policy.
  4. Internet: This policy applies to all types of internet, mobile and digital advertising including but not limited to banner ads, pop-up ads, bulk e-mail, SMS, web pages and linked third-party sites including but not limited to internet “e-tailer”, retailer and shopper sites, distributors, membership clubs, manufacturers, portals, auction sites. Each Dealer is responsible for and liable for any business conducted on its website, including but not limited to, security, privacy, and inappropriate materials. The MAP Policy applies to all in-basket and shopping cart “click-thru” pricing on the internet.
  5. Limitation of Policy: MAP applies only to advertised prices and does not apply to the price at which products are actually sold or offered for sale to an individual consumer within the Dealer’s retail location or over the telephone. At no time may the Dealer make any statements or other indications on its website or other advertising in connection with any MAP Product(s) that indicates or implies that a lower price may be found at the online checkout stage, including, but not limited to, the following:
    • “Click here for lower price”
    • “Click for pricing”
    • “See Price In Cart”
    • “Log-in for price”
    • “Add to Cart for Lower Price”
    • “Check Cart for Lower Price”
    • “Mouse over for Price”
    • “Email for a better Price”
    • “Call for Lower Price” or “Call for Price”

    Therefore; such expressions as the Dealer has the “lowest prices”, or will “meet or beat competitor pricing”, or similar phrases in Dealer advertising are not acceptable and not permissible by Twin-Star. This policy does not apply to any in-store signage that is not distributed to an end consumer or verbal communication, nor does it apply to in-store selling prices. If a Dealer advertises a discount greater than MAP for all products within a category without explicitly excluding Twin-Star Products, than this will not be considered a violation of the MAP Policy.

    MAP products may only be advertised as standalone products and may not include any promotional allowances (i.e. rebates, coupons, free premiums, reward program offerings, etc.), except for Twin-Star authorized manufacturer’s rebates.

  6. Distributors: It is the Distributor’s responsibility to adhere to the MAP Policy and to relay this Policy to all Dealers reselling this Product. Distributors are subject to the same consequences as the Dealer. If it is determined that a Dealer is non-compliant, Twin-Star will notify and inform the Dealer, and its Distributor, of the consequences. From time to time, Twin-Star, will require Distributors to provide Twin-Star with books and records necessary for Twin-Star to enforce the Policy and to help ensure compliance.
  7. Violations: Any advertisement(s) that does not comply with this MAP policy.In the event a dealer chooses not to follow the MAP policy. Sanctions will be unilaterally imposed by Twin-Star. Twin-Star does not intend to do business with dealers and/or distributors who compromise the perceived value of Twin-Star and its product.Twin-Star may monitor the advertised price of dealers, either directly or via the use of third party agencies. Product promotions or advertisements lower than MAP will be considered a violation of this MAP policy. Dealers will be notified and requested to correct advertising immediately. Failure to do so may result in withholding, reducing or eliminating of program elements; reduction or limitation of future Products; or termination of Twin-Star’s relationship with Dealer.
  8. Penalties:
    • 1st Violation: Twin-Star will issue a warning letter to the Dealer. The Dealer will have five (5) business days to correct the violation. If the violation is not corrected within this period of time, a second violation will be deemed to have occurred.
    • 2nd Violation: The Dealer will not have access to Products through Twin-Star or authorized distributors for 30 days. The reseller will have five (5) business days to correct the violation. If the violation is not corrected within this period, a third violation will be deemed to have occurred.
    • 3rd Violation: Dealer will not have access to Products for a period of 360 days. The dealer will have five (5) business days to correct the violation. If the violation is not corrected within this period of time, a fourth violation will be deemed to have occurred.
    • 4th Violation: Dealer will no longer have access to Products through Twin-Star or authorized distributors.
  9. Maximum Advertised Price: MAP does not establish maximum advertised prices. All dealers and distributors may offer Products at any price more than the MAP established for such product.
  10. MAP Exclusions: From time to time Twin-Star may discontinue models or engage in promotions with respect to certain products or engage in the sale of “close out” products. In such events, Twin-Star reserves the right to modify or suspend the MAP with respect to the affected products by notifying all dealers and distributors of such change.
  11. Temporary Promotional Events: From time to time, Twin-Star may permit Dealers to advertise MAP products at prices lower than the MAP retail price. In such events, Twin-Star 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 Dealers of such changes.
  12. Correspondence: All questions or comments regarding this MAP policy are to be directed to the Twin-Star International Inc., Attention: MAP Policy Administrator, 1690 S. Congress Avenue, Suite 210, Delray, Beach, FL 33445 or IMAP@TwinStarHome.com.
  13. Miscellaneous: This policy reflects Twin-Star’s unilateral corporate decision. No employee or sales representative of Twin-Star has any authority to modify or grant exceptions to this policy and any action of any person which purports to modify this policy or to solicit or obtain any agreement to the terms of this policy is unauthorized and invalid. Dealers should promptly report to Twin-Star any instance in which a Twin-Star employee or representative threatens repercussions if a Dealer advertises or sells below MAP, except as provided herein, or seeks an agreement as to the advertised or selling prices of any Product. This Policy is to be construed in accordance with and governed by the laws of the State of Florida without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Florida to the rights and duties of the parties. Jurisdiction over any dispute shall be exclusively with Florida courts. The invalidity or unenforceability of any of the provision of this Policy will not affect the validity or enforceability of any other provision hereof. The headings herein are for convenience of reference only and do not constitute part of the Policy or affect the meaning, construction or effect thereof.