MANUFACTURERS ADVERTISING POLICY FOR DEALERS: Effective as of March 31st, 2009
POLICY
The purpose of this document is to announce the terms and conditions upon which SITO USA, LLC, a California limited liability company (“SITO”) will deal with dealers of its products. SITO believes the following Manufacturers Advertising Policy for Dealers (the “Policy”) is essential in maintaining SITO’s brand image and the reputation of SITO products.
1. Independently Determined Policy. This Policy has been developed independently and unilaterally by SITO, and may be amended, waived or canceled from time to time in SITO’s sole and absolute discretion. Notwithstanding any other provisions of this Policy, this Policy does not and shall not constitute a binding agreement between SITO and any other party, and no dealer shall have any enforceable rights hereunder.
2. Suggested Retail Prices. SITO shall, from time to time, publish and circulate to its Dealers a list of available SITO Products with manufacturers suggested retail prices (the “Suggested Retail Prices”). SITO reserves the right to modify its Suggested Retail Prices or its list of available products at any time; provided, however, that the price of any orders accepted by SITO prior to the communication of any amended Suggested Retail Prices to the ordering party shall be based on the Suggested Retail Prices in effect at the time of SITO’s acceptance of such Order.
3. Dealer Promotions / Advertising Policy. SITO’s patents, trademarks, trade names, logos and/or service marks (collectively the “SITO Marks”) are valuable assets of SITO, and shall remain the sole and exclusive property of SITO. Accordingly, Dealers shall have no right to use the SITO Marks in any manner whatsoever without the express prior written consent of SITO. In addition, Dealers shall have no right to advertise at a discounted price lower than ten percent (10%) below Manufacturer Suggested Retail Prices. Furthermore, Dealers shall not sell, market, promote, or advertise any of the brand-new SITO Products on the Internet (i.e., E-Bay), unless Dealers have been previously authorized in writing by SITO. Any and all advertising or promotion by Dealers related to SITO Products or utilizing the SITO Marks must be approved in writing at least thirty (30) days prior to the commencement of the promotion. All proposals for promotions should be submitted in writing to the attention of Mr. Tim Calhoun, c/o SITO USA, LLC, 1445 B South 50th Street, Richmond, CA 94804, or via facsimile to (510) 232-4141. SITO may approve or disapprove any promotion proposals in its sole and absolute discretion.
4. Monitoring and Enforcement of Policy. SITO shall unilaterally and in its sole and absolute discretion monitor, regulate and enforce this Policy. SITO may from time to time require a Dealer to provide SITO with evidence that it is in compliance with this Policy. Where a Dealer fails to provide requested information in a timely manner, SITO may conclude that the Dealer is not in compliance with this Policy. The commencement of any investigations by SITO of any alleged or suspected violations of this Policy shall not constitute an agreement by SITO and any third party to take action.
5. Effect of Non-Compliance. It is up to each Dealer to determine whether it wishes to deal with SITO in compliance with this Policy. If SITO determines that a Dealer is not in compliance with this Policy, SITO reserves the right to decline to sell any further SITO Products to such Dealer indefinitely or for such other period of time as determined by SITO in its sole and absolute discretion.
6. Sales by SITO. SITO reserves the right to sell SITO Products to end-users on such terms and conditions as it determines from time to time in its sole discretion. SITO may, in its independent sole and absolute discretion, terminate its relationship with individual dealers, establish new dealer relationships, enter into exclusive dealership agreements, or alter its method of sales and distribution.
ENFORCEMENT PROCEDURE
In the case of dealers who are found in violation of the pricing policies, the following procedures will be enacted:
- Initial Violation:
- Letter politely reminding dealer of pricing policy,
- 10 days to correct infraction, 24 hours for eBay infractions
- Attach a copy of the violation
- Attach MAP policy as a reminder
- If no correction to violation is made within 10 days;
- Strong letter stating that they have 5 days to cease and desist the policy violation
- Attach policy again and copy of prior letter
- If no correction is made in the final 5 days grace period;
- Final legal action warning letter advising them that you are terminating the business relationship
- Contact Sito distributors
- Inform dealer we are referring the matter to Sito legal.
- Contact Legal to protect Sito Trademarks and Intellectual property rights
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