Online Reseller/UMAP Policy

This UMAP Policy applies to advertisements of our products listed on the current Price Lists for Quicksilver products (“Products”). The current Price Lists for the Products are available to all Resellers and sales representatives from Quicksilver, and may be changed by us at any time in our discretion. Resellers are responsible for reviewing the current Price Lists, but we will work to notify Resellers promptly when updates are made to it.

The “unilateral minimum advertised price” (“UMAP”) is the lowest price at which the Product may be advertised under this UMAP Policy. The UMAP for the Products is 10% less the MSRP (retail prices) as set forth in the current Supplier Product Catalogs or Price Sheets for such Products.

We are solely responsible for (1) establishing the UMAP for each Product and (2) communicating the UMAP Policy to all Resellers (including via directing any distributors to pass down the UMAP Policy to their customers). It is Quicksilvers’ intention and policy not to deal with any Reseller that advertises Products at prices that are below UMAP. While Resellers remain free to advertise and sell all of our products (including the Products) at any price, it is a violation of this UMAP Policy for a Reseller to advertise any Product at a price lower than the UMAP unless otherwise set forth herein.

Direct or indirect attempts to circumvent this UMAP Policy violate this UMAP Policy. Other Advertisements that violate this UMAP Policy include, but are not limited to:

• Displaying the advertised price of the Product below the UMAP.
• Offering coupons, discounts, rebates, or other inducements that, when applied (expressly or by implication), result in an advertised price lower than the UMAP, including through use of a storewide sale, category-wide sale, website-wide sale, promotional code, or other similar provision that can be applied to the Products.
• Bundling Products with other products or services (whether made by or provided by Quicksilver or another entity) in a manner that implies below-UMAP pricing for the bundled Product(s).
• Creating multipacks using Products in a manner that implies below-UMAP pricing for the individual Product used in the multipack.
• Strikeouts or strikethroughs of advertised pricing information, “see price in cart,” or other statements that suggest a lower price for a Product may be found at the Final Online Checkout Stage.
• Permitting any third-party to alter the advertised price for any Product.

It is not a violation to advertise the following, notwithstanding the prior advertisements that constitute violations in Section 5:

• Customer-Initiated Solicitations for Price: That a customer may “call for price,” “text for price,” or “email for price,” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.
• Free/Reduced Price Shipping: A free or reduced-price shipping advertisement as long as such offer applies to all or almost all other products offered by the Reseller in the same product category.
• First-Time Purchase Promotion: A coupon or coupon code that can be applied only to the first-time purchase of a Product, provided that such coupon or coupon code does not provide a discount of more than five percent (5%) below the UMAP.
• Subscription-Based Advertisements: Offering coupons, discounts, rebates, or other inducements that can be applied to the Products through an email, text, or a personalized physical mailing to end users through a list of customers that have otherwise signed up to receive emails, texts, or physical mailings from the Reseller, provided that such coupon or coupon code does not provide a discount of more than five percent (5%) below the UMAP.

This UMAP Policy is not an agreement between Quicksilver and any other entity. We do not seek and will not accept any promise of compliance with this UMAP Policy from any Reseller or other party, and each Reseller must independently choose whether to comply with this UMAP Policy. This UMAP Policy established unilaterally by Quicksilver and is therefore not negotiable and will not be altered for any individual Reseller.

We may announce UMAP holidays or promotions that are applicable to all Resellers, during which periods a Reseller that advertises a Product in compliance with the terms of the UMAP holiday will not be considered to have violated this UMAP Policy.

We will take the following actions against any Reseller that does not comply with this UMAP Policy:

First Violation:
Written notice.

Second Violation:
Written notice and a 10 business day shipping hold. We will revoke our acceptance of any pending orders, cancel any pending shipments to you, and not accept any new orders from you during this period. All distributors will be notified that you are not authorized to purchase Products during this period.

Third Violation:
Termination of business relationship and revocation of “authorized” status. We will revoke our acceptance of any pending orders and cancel any pending shipments to you. You will no longer be an “authorized” Reseller of our products. All distributors will be notified that your authorized status has been revoked.

We will enforce this UMAP Policy in our sole discretion. Resellers have no right to enforce this UMAP Policy.

We may update, revise, suspend, or otherwise modify this UMAP Policy at any time in our discretion, and any modifications will be made available to all Resellers.

Please note that our employees or agents cannot modify, interpret, or grant any exceptions to this UMAP Policy; cannot solicit or obtain the agreement of any person or entity to comply with this UMAP Policy; and cannot otherwise discuss any aspect of this UMAP Policy with any Reseller, including any Reseller’s compliance with the terms.

We believe this UMAP Policy is clear and unambiguous. Any questions about this UMAP Policy should be sent in writing to our UMAP Policy Administrator at MAPAdmin@quicksilverscientific.com. We will not accept any other form of communication from Resellers regarding this UMAP Policy.