Traxxas, L.P. has unilaterally determined to implement this Dealer Minimum Advertised Price (MAP) Policy effective as of June 2, 2014, which is applicable to each dealer located in the United States of America (“USA”) and Canada that offers any or all Traxxas products to end-users (individually, a “Dealer” and collectively, “Dealers”) with respect to each of the Traxxas products for which a minimum advertised price ("Minimum Advertised Price” or “MAP” and referring to either the singular or the plural or both, “MAP(s)”) is specified on the price list(s) or product list(s) provided or otherwise made available to such Dealer by Traxxas or otherwise communicated by notice from Traxxas to such Dealer (individually, a “MAP Product” and collectively, the “MAP Products”):
Traxxas builds on a decades-long heritage of innovation and customer support that provides a distinct competitive advantage for its products in the marketplace. Traxxas end-users expect world-class customer service and support both directly from Traxxas and the Traxxas network of Dealers.
Traxxas has adopted this Policy to discourage Dealer advertising that focuses primarily on price. This Policy is intended to help Dealers maintain the margin necessary to invest in store locations, store displays, trained staff, marketing, merchandising and parts support and service that Traxxas end-users expect. The goal of this Policy is to strengthen all aspects of the Traxxas brand, benefit Dealers which comply with this Policy and benefit Traxxas end-users who enjoy the support of successful, professional Dealers.
This Policy applies to all forms of advertising and promotion (regardless of the medium used) done by and on behalf of a Dealer, including, but not limited to conventional advertising, catalogs and price information relating to one or more of the MAP Products that can be accessed directly through any hypertext link, by any other method which uses hypertext transfer protocol (http) or which Traxxas considers to be the substantive equivalent (e.g., e-mail or social media). When applied to the Internet, both outside-the-cart (or other container) and in-the-cart (or other container) prices are considered offers which are subject to this Policy.
Other examples of media to which this Policy applies include without limitation flyers, posters, coupons, mailers, inserts, newspapers, magazines, online forums, banner advertising, newsletters, e-mail solicitations, television, radio, texting and signage visible outside a brick and mortar store.
A Dealer violates this Policy by advertising or otherwise offering or making available, whether by advertising, promotion, proposal, quotation or otherwise and regardless of place or medium used (individually and collectively, “advertising” or “offering” and their variants), one or more of the MAP Products at a net adjusted price less than the corresponding MAP(s) established by Traxxas from time to time and communicated to such Dealer. However, this Policy pertains only to advertised prices and does not cover actual sales prices, so each Dealer remains free to sell Traxxas products at any prices it chooses. This Policy also is violated if a Dealer uses particular terms in advertising or engages in certain activities.
“Net adjusted price" (“net adjusted price(s)” referring to either the singular or the plural or both) means the price at which a MAP Product is offered by or for the benefit of a Dealer to an end-user (potential or actual) and is calculated by:
At the same time, free or reduced-price shipping may be offered by a Dealer without it being considered to be a discount when offered in connection with a purchase that includes at least one of the MAP Products, as long as: such offer or provision applies to all other products in the category (as determined by Traxxas) in which such MAP Product or such MAP Products reside and the value thereof is reasonable (as determined by Traxxas).
Among other ways, a Dealer may violate this Policy by:
Traxxas, at any time, may vary the Minimum Advertised Price for a MAP Product or add to or delete any or all of the MAP Products, which may, among other things, be based on whether such product(s) is or are offered or sold under or subject to one or more select Traxxas program(s) or any other Traxxas policy or in any other situation announced by Traxxas from time to time. Traxxas will endeavor to provide prior notice of each new MAP or such change in the MAP Products, generally not less than five
(5) days in advance. While Traxxas will communicate each MAP and such change through the price list(s) or product list(s) provided or made available to each Dealer electronically or otherwise, such Dealer is responsible for making sure that it is aware of the appropriate MAP(s) and the MAP Products in each circumstance.
Each of the following is exempt from this Policy, except as otherwise expressly indicated:
Each violation of this Policy is cumulative, and the same act(s) or failure(s) to act may result in multiple violations if not addressed as required by this Policy, so, during the period that this Policy is in effect (the “Policy Period”):
For the first violation during the Policy Period: Such Dealer will remove or stop or cause to be removed or stopped the offending reference(s), text or conduct (if Traxxas determines that it or they can be) after receiving notice of such violation from Traxxas (a), in the case of a violation involving the Internet, no later than one (1) business day later, and (b), in all other cases, no later than three (3) business days later or by the conclusion of the time period otherwise specified by Traxxas (collectively, the “Allotted Period”).
For the second violation during the Policy Period: In the event that (a) the offending reference(s), text or conduct that caused the first violation is or are not removed or stopped (if Traxxas determines that it or they can be) within the Allotted Period or (b) such Dealer otherwise violates this Policy a second time, effective as of the date specified in notice from Traxxas to such Dealer and continuing for the next ninety (90) days, the authorization of such Dealer to purchase each stock-keeping unit (“SKU”) in the product family involved in the second violation (as determined by Traxxas) will be immediately revoked by Traxxas, so that all pending orders (even if accepted) from such Dealer will be cancelled and no new orders will be accepted from such Dealer for each such SKU.
For the third violation during the Policy Period: In the event that (a) the offending reference(s), text or conduct that caused the second violation is or are not removed or stopped (if Traxxas determines that it or they can be) within the Allotted Period after receiving notice of the second violation from Traxxas or (b) such Dealer otherwise violates this Policy a third time, effective as of the date specified in notice from Traxxas to such Dealer and continuing until Traxxas
provides notice to such Dealer otherwise, if ever, the authorization of such Dealer to purchase any or all of the Traxxas products designated by Traxxas will be immediately revoked by Traxxas, so that all pending orders (even if accepted) from such Dealer will be cancelled and no new orders will be accepted from such Dealer for any or all of such products.
For each Dealer purchasing any or all Traxxas products from one or more distributors, this Policy will be enforced through a Do- Not-Sell List provided to all distributors.
Effective as of the Policy Effective Date, this Policy supersedes and cancels each other policy from Traxxas, if any, regarding minimum advertised prices and resale prices or either thereof for the MAP Products applicable to a Dealer. For any reason(s) deemed appropriate by Traxxas (including without limitation based the request of a Dealer for Traxxas to consider such things as, but not necessarily restricted to, limited-time promotional offers for an event in which such Dealer is participating or otherwise), but, in no case other than as the unilateral decision of Traxxas, this Policy may be modified, extended, waived, suspended, discontinued or rescinded in whole or part by notice from Traxxas at any time (including without limitation during any Traxxas-designated promotional period(s)), with such action(s) effective immediately or as otherwise described by Traxxas. If Traxxas negotiates a price with an end-user that is less than the MAP(s) and provides a Dealer the opportunity to offer to fulfill one or more orders at such price, acceptance by such Dealer of such opportunity will not constitute a violation of this Policy.
Regardless whether expressly indicated in this Policy, each notice referred to herein: (a) may, as determined by Traxxas, be given in writing or electronically (including without limitation posting on a website) and (b) will be considered to be received as designated by Traxxas. The Explanation, if any, accompanying or associated with this Policy is intended to help answer questions in connection with it, but is not part of this Policy. In the event of any disagreement over the interpretation or enforcement of this Policy, the view of Traxxas will control.
Traxxas will not discuss any conditions of acceptance related to this Policy. In addition, Traxxas neither solicits, nor will it accept, any assurance of compliance with this Policy. Notwithstanding anything to the contrary which may be expressed or implied in or by one or more agreements between a Dealer and Traxxas, nothing therein shall constitute an agreement by such Dealer to comply with this Policy, as, among other things, this Policy is not and should not be construed to be one of the Traxxas Policies as such term is or may be used in any or all of such agreements.
All questions or requests for additional information regarding this Policy or information regarding potential violations of this Policy (which must be in writing) are to be addressed to the person at Traxxas responsible for this Policy (“Traxxas Policy Administrator”):
Traxxas Policy Administrator
6250 Traxxas Way
McKinney, TX 75070
Fax: (972) 549-3017
Only the Policy Administrator or the Policy Administrator’s expressly designated representative(s) is or are authorized by Traxxas: (a) to speak on behalf of Traxxas regarding this Policy, including without limitation answering questions or commenting on it, (b) to interpret or alter this Policy in any way or (c) to accept information regarding potential violations.