Palram Applications (1995) Ltd. (“Palram”), has invested substantial time and money building the Palram brand name and image, and promoting the quality and technical advantages of products bearing that brand in the United States (“Palram Products”). As a result, the Palram brand is recognized throughout the United States as an assurance of quality and reliability in thermoplastic products, including canopies and awnings, carports, solar products, hobby greenhouses, and roofing solutions.
Palram recognizes that its success is directly tied to the success of its network of expressly authorized resellers in the United States, including both distributors and retailers (“Authorized Resellers”), many of whom invest significant time and resources to deliver an extraordinary customer experience to those who evaluate and purchase Palram Products. Palram seeks to preserve and enhance the Palram brand image, compete effectively in the sale of its products, and maintain and improve a mutually beneficial relationship with its Authorized Resellers.
To achieve these important objectives, Palram has unilaterally adopted this Minimum Advertised Price (“MAP”) Policy (“Policy”) in the United States. To maintain and enhance the reputation and value of the Palram brand, Palram must ensure that Palram Products are advertised at prices set by Palram that reflect the products’ quality and reliability, as well as the overall value of the Palram brand; and must take appropriate steps – including legal action in some cases – to stop those who advertise Palram Products at unauthorized prices that may tarnish the reputation and image of the Palram brand in the marketplace.
Palram has implemented this Policy after unilaterally determining that extensive advertised discounting of Palram Products by certain resellers is threatening to detract from the value and image of Palram Products, harm Palram’s reputation as a manufacturer of high-quality products, and impair Palram’s ability to compete effectively against other high-end brands of competing products. Palram has also determined that such advertised discounting permits those resellers who advertise discounted prices to “free ride” on the superior (but costly) customer service and promotional efforts of certain Authorized Resellers and the significant promotional expenditures of Palram, discouraging Authorized Resellers from investing in the promotion of Palram Products and devaluing Palram’s substantial investment in its brand and image.
This Policy is intended to assist Palram, its employees and its Authorized Resellers in maintaining, protecting and enhancing the value of the Palram brand and image in the United States. Palram firmly believes this Policy is in the long-term best interests of Palram, its Authorized Resellers, and its end-users.
Palram, in its sole discretion, reserves the right to cease sales and/or shipments of Palram Products to (and/or take any other enforcement action listed in Section VII below against) any Authorized Reseller that advertises any product(s) covered by this Policy at a price lower that the MAP, as determined in Palram’s sole discretion. This Policy applies to all Palram Products identified on Schedule A posted on http://palramapplications.com (“Schedule A”) and to all Authorized Resellers.
III. ACTUAL SALES PRICE
This Policy governs the prices at which an Authorized Reseller advertises Palram Products for sale, as defined below. It does NOT govern actual resale prices charged (“Resale Prices”). Authorized Resellers are free to determine, negotiate or adjust Resale Prices with individual consumers without consulting or advising Palram, provided that they otherwise comply with the Policy.
This unilateral Policy does not constitute an agreement between Palram and any other person or entity and is subject to unilateral change by Palram at any time. Palram does not seek and will not accept the agreement of any Authorized Reseller or any other person or entity with regard to this Policy. Palram employees and sales representatives will not discuss this Policy or any alleged or actual violations with any Authorized Reseller or employees, representatives or agents of any Authorized Reseller. All Palram employees and sales representatives have been instructed not to discuss this Policy, its application or enforcement, or any investigation or actual or alleged violation. Palram requests that Authorized Resellers do not attempt to discuss this Policy with Palram employees or sales representatives.
Palram will determine unilaterally whether any Authorized Reseller has violated this Policy and will notify the offending Authorized Reseller of that determination and the resulting enforcement action. This Policy also applies to any activity which Palram determines, in its sole discretion, is designed or intended to circumvent the intent of this Policy, such as solicitations for “group purchases.” If Palram determines that a violation has occurred, there is no appeal process.
Palram reviews the Authorized Resellers’ advertised prices for Palram Products listed on Schedule A either directly or via the use of third-party agencies or tools. Authorized Resellers are expected to provide reasonable cooperation in any Palram investigation regarding a possible violation of this Policy. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Palram investigation of compliance with this Policy is a violation of this Policy.
To maintain the reputation and value of the Palram brand, Palram reserves the right to take the following enforcement actions in the event of a violation of this Policy by an Authorized Reseller or a reasonable belief that an Authorized Reseller intends to violate this Policy:
Palram may determine that an Authorized Reseller with multiple stores or websites (or an associated website) has violated this Policy. In such a case, Palram may elect to take any of the enforcement actions listed above with regard to all locations or websites of, or affiliated with, that Authorized Reseller.
COMPLIANCE WITH THIS POLICY IS MANDATORY. THIS POLICY IS NOT NEGOTIABLE.