Minimum Advertised Price Policy

Effective:  May 1, 2018

Advanced Diagnostics USA/Kaba Ilco Corp. (the “Company”) has established a premium brand and strong reputation for providing high-quality products through significant investment in its products, technology and relationships with its distributors and retailers (“Resellers”).  However, when the Company’s products are advertised for sale below the Company’s suggested retail price (“MSRP”), the Company’s brand and reputation, as well as its ability to invest in its products, technology and relationships with Resellers, suffer as a result. 

Accordingly, the Company has unilaterally implemented this Minimum Advertised Price Policy (“MAP Policy”) to protect its own business interests as well as the business interests of its Resellers.

Policy Statement. 

The Company, in its sole discretion, in accordance with the terms of this MAP Policy and to the fullest extent permitted under applicable law, reserves the right to permanently discontinue, temporarily suspend or to materially minimize its business relationship with any Reseller that advertises for sale any product(s) covered by this MAP Policy in violation of this MAP Policy.

Policy Coverage.

Covered Persons. This MAP Policy applies to all Resellers located in, or who sell into, the United States and Canada.

Covered Products.  The list of the products of the Company (“Covered Products”) and the minimum price at which such Covered Products may be advertised in accordance with this MAP Policy (“Minimum Advertised Price” or “MAP”) are identified on Schedule A attached hereto. 

Covered Practices.  A Reseller violates this MAP Policy when it advertises for sale a Covered Product at a price lower than MAP.  Advertising in violation of this Policy is characterized by a communication, announcement or publication distributed or made available to a Reseller’s customer(s) or potential customer(s) by or on behalf of a Reseller in, through or by any and all media (print, online or otherwise) which directly or indirectly communicates or facilitates a customer’s near real-time access to a price that is lower than MAP.

Select Illustrations.  Examples of impermissible “advertising” include, but are not necessarily limited to: the display of a price that is lower than MAP in a customer’s online “shopping cart” through logged-in website areas; through inducements like “member prices”; and through communications or website features that permit a customer to “click for price” or to receive “bounce-back” pricing e-mails or automatically-generated forms.  This MAP Policy does not prohibit a Reseller from advertising that a customer may “call for price” or “email for price” so long as no price that is lower than MAP is listed on such advertisement.

No Bundling

“Bundling” is defined as advertising Covered Products for sale together with other products that are not manufactured by the Company.  Bundling may harm the Company’s brand and reputation in several ways.  Bundled products may harm the Company’s brand and reputation when they are not compatible with Company products, when they do not meet the Company’s standards for quality, or when they are not ethically sourced.  Bundling may also cause customer confusion regarding whether the other products are manufactured by the Company or whether the Company has endorsed the other products.  To protect its brand integrity and reputation, the Company must avoid customer confusion or any implication or inference of endorsement.    

It is a violation of this MAP Policy if Covered Products are bundled with other products that are not manufactured by the Company.  

Waiver, Modification, Suspension and Discontinuance. 

Waiver.  From time to time and in its sole discretion, the Company may authorize Resellers to advertise Covered Products at a price that is lower than MAP (i.e. circumstances where the Company has determined to speed up the reduction of inventory).  Such authorization shall only operate as a waiver of this MAP Policy if the authorization is from the Company, and is in writing.  In the event the Company waives this MAP Policy in writing, Resellers must strictly adhere to the terms of the written waiver.

Modification, Suspension and Discontinuance.  The Company reserves the right at any time to modify, suspend or discontinue the MAP Policy in whole or in part in its sole discretion.

THIS MAP POLICY, THE COVERED PRODUCTS AND THE MAP APPLICABLE TO EACH SUCH COVERED PRODUCT ARE SUBJECT TO CHANGE AT ANY TIME AND IN THE SOLE DISCRETION OF THE COMPANY, AND EACH RESELLER IS SOLELY RESPONSIBLE FOR ENSURING ITS ONGOING AWARENESS OF THIS INFORMATION AS WELL AS THE MOST CURRENT VERSION OF THIS MAP POLICY.  THIS MAP POLICY, UPDATES OR REVISIONS HERETO, INCLUDING UPDATES TO SCHEDULE A ARE OR SHALL BE MADE AVAILABLE AT http://www.ilco.us/map

Additional Terms.

This MAP Policy has been unilaterally adopted by the Company and does not constitute an agreement, contract or other binding obligation between the Company and any Reseller.  This MAP Policy is not intended to control, influence, determine, restrict or limit in any way the price at which any Reseller may sell Covered Products(s), nor does it apply to the actual setting of prices.  Each Reseller remains entirely free to determine its own resale price for Covered Product(s).

The Company will enforce this MAP Policy in the same manner for all accounts.  Each Reseller is solely responsible for deciding whether to comply with this MAP Policy.  The Company is solely responsible for determining whether a Reseller has chosen not to comply with this MAP Policy and for imposing consequences if a Reseller so chooses.  Consequences for non-compliance include, but are not limited to: (a) suspending shipments of the Covered Product(s) that is advertised in violation of this MAP Policy, (b) suspending shipments of other products, (c) suspending all shipments of all Company products and (d) non-renewal of the Company’s contractual relationship with the Reseller.  Such consequences may result from any and all noncompliance by a Reseller, whether intentional or unintentional.  The Company may impose consequences upon Reseller’s who act in violation of this MAP Policy to the fullest extent permitted by the terms of this MAP Policy and applicable law.

The Company will be solely responsible for enforcing this MAP Policy and may do so without notice.  No other person, including, without limitation, a Reseller, may enforce this MAP Policy.  Resellers are neither expected nor encouraged to report noncompliance by another Reseller. 

This MAP Policy replaces and supersedes any other minimum advertised price policy which the Company may have previously enacted.

Contact Information

All questions regarding this MAP Policy should be directed to the MAP Policy Coordinators, as follows:

Schedule A - List of Covered Products

For a copy of the current Schedule A, please contact one of the MAP Policy Coordinators or login to the Extranet.