Online Reseller/UMAP Policy
The Dealer Policies, including without limitation the one set out below (this “Policy”), are issued under and governed by the Authorized Dealer Agreement (the “Agreement”) between Quicksilver Scientific, Inc. (“Supplier”) and Dealer.
In order to maintain and enhance the Supplier’s brand image, the Supplier has instituted a unilateral policy relating to minimum advertised price standards, i.e., UMAP Policy. This UMAP Policy applies to all of the Supplier’s products and all Supplier “partnered” products sold to U.S. customers. Supplier may change the products to which this UMAP Policy applies from time to time.
Unilateral Minimum Advertised Price Policy (UMAP)
Under the UMAP Policy, dealers, distributors, and retailers (“resellers”) of Supplier’s Products covered by this Policy may not advertise in any media, e.g., television, radio, newspapers, magazines, catalogs, direct mail pieces, and flyers or on any Internet sites for more than 10% below the MSRP (retail prices) indicated in the latest Product Catalogs or Price Sheets for such Products. The UMAP Policy is inclusive of all of the reseller’s advertising including on all third party internet sites and/or pages that name or direct traffic to the reseller such as search engines, e.g., Google®, Yahoo™, etc. The current Price Lists for the Supplier Products are available to all resellers and sales representatives from the Supplier.
It is inconsistent with the UMAP Policy for such Products to be advertised together at a single price that is lower than the sum of the individual UMAP Prices for those Products. Advertised rebates, other than those offered directly to consumers by Supplier, are not consistent with the UMAP Policy if the advertised net price (including the advertised rebate) for the product is below the UMAP Price. Any advertisement that depicts a UMAP Product, with or without a price associated with it, and offers, expressly or by implication, to sell the depicted product(s) at a discount that is clearly below the UMAP Price, is also inconsistent with this policy, e.g., 50% off all products, Buy One Get One Free.
It is the Supplier’s intention and policy not to deal with any reseller that advertises Supplier Products at prices that are below the UMAP Price. It is the decision of the reseller to advertise at any price they choose, as long as it is not less than the UMAP Price.
The UMAP Policy does not cover point-of-sale signs, stickers, hangtags, or bar codes and similar markings on products or product packaging which merely state the retail prices at which such Products may be purchased or include a price quotation sent via email to a consumer if initiated at the consumer’s request.
Finally, and most importantly, the UMAP Policy does not apply in any way to a reseller’s actual selling prices. The retail sales prices for any and such Products remain wholly within a reseller’s discretion.
We do not seek, nor will we accept, any agreement or assent from a reseller respecting the UMAP Policy, either now or at any future time. This policy is being established by the Supplier unilaterally and is not therefore subject to negotiation. We reserve the right at any time to modify this policy, to establish new or different policies, or to discontinue any or all of such policies.
If there is a violation of the UMAP Policy there will be consequences, up to and including suspension or discontinuance of Supplier’s business relationship with such reseller.
We believe that our policies are clear and unambiguous. Should you have any inquiries regarding these policies, please direct them in writing to:
Quicksilver Scientific, Inc.
1960 Cherry Street
Louisville, CO. 80027
E-mail: [email protected]
The Dealer Policies, including without limitation the one set out below (this “Policy”), are issued under and governed by the Authorized Dealer Agreement (the “Agreement”) between Quicksilver Scientific, Inc. (Supplier”) and Dealer.
License. During the Term hereof, Dealer is granted a limited, non-exclusive, non-transferable, revocable license to use the Supplier Intellectual Property solely in connection with its performance under the Dealer Agreement. All goodwill arising from such use shall inure solely to the benefit of the Supplier. Dealer: (a) will use the Supplier Intellectual Property only as permitted by Supplier in the Dealer Agreement (and in a manner consistent with the Usage Policies and all other direction from Supplier, including without limitation employing the markings, legends and attributions specified); (b) will not use any or all of the Supplier Intellectual Property (or any misspelling(s), variation(s) or distortion(s) thereof) as or as part of any or all of Dealer’s trademarks, service marks, trade names, domain names, sub-domains and URLs.
Online Presence. With respect to each Approved Website: (a) Dealer will not sell anonymously and must clearly indicate Dealer’s full name, address and telephone and email contacts; (b) such site will not give the impression that it is operated Quicksilver Scientific® Products for sale in cases, all Quicksilver Scientific® Products must be priced per unit only, and the reseller shall not place Quicksilver Scientific® Products for auction or resale on Amazon.com®, eBay® or any other third party page, internet auction or sales site.
Territory Disclaimer. Dealer: (a) must clearly and conspicuously state on each Approved Website that each of the Supplier Products shown are for shipment only to customers located in the U.S. and (b) will block all shipments of Supplier Products to shipping locations outside of the U.S.
Product Representation. Supplier Products advertised, promoted or offered for sale by Dealer shall be prominently displayed on each Approved Website and will: (a) use only the Supplier logos, product images, product descriptions and technical specifications provided or approved by Supplier (Dealer is responsible for obtaining such logos, images, descriptions, and specifications from Supplier) and (b) Supplier Products and the Supplier brand will be given substantially equal prominence as the other products and brands advertised, promoted or offered by Dealer.
Approved Website Standards. Each Approved Website will meet the following minimum standards or contain the following elements:
- Have a clear graphical design, with high-quality graphic presentation and adequate search and navigation capabilities;
- Contain all content necessary for the customer to make a decision to buy, including without limitation appropriate images, accurate product descriptions, and technical specifications;
- Provide a shopping cart (or another container) in which a customer may remove items and make adjustments to quantities and sizes while obtaining a clear statement of all charges including all shipping costs and taxes;
- Furnish customers with an order confirmation number after the submission of a completed order, which, at a minimum, allows the consumer to track purchased products through the customer service department of Dealer;
- Provide for each customer order to be processed and shipped within forty-eight (48) hours of order placement at the prices and costs described prior to placing such order;
- Furnish the customer with information or access to information regarding the expected arrival of any back ordered items within forty-eight (48) hours of order placement by the customer (the customer should have the option to cancel the order upon notification of the item being on backorder);
- Provide a product return policy and credit system, which is reasonable and adequate for customers to return merchandise to Dealer and receive credit for items purchased through each Approved Website;
- At least once-daily, update inventory and remove out of stock items from each Approved Website;
- Post and comply with the Warranty and limitations of liabilities; and
- Customer Service. A high level of service is necessary to maintain the reputation and competitiveness of Supplier Products and the image of Supplier. Dealer will maintain a commitment to customer service, meeting or exceeding each of the following:
- On the home page of each Approved Website, provide easy navigation to all customer service access telephone numbers, addresses, email, hours of operation and return policies and process;
- Furnish a toll-free customer service telephone number;
- Provide reasonable customer service hours of operation;
- Use customer service representatives with adequate knowledge of Supplier Products; and
- Provide fast and accurate responses to all customer inquiries, not to exceed twenty-four (24) hours after inquiry.
- Technology Standards. Each Approved Website will meet the following minimum technology standards or contain the following elements:
- Provide the customer with a secure transaction form using encrypted-data streams or other secure encryption technology;
- Maintain a high standard of transaction security as technology advances;
- Web page loading speeds acceptable by current web technology standards for DSL for full feature use;
- Browser compatibility with substantially all browser brands and updates for such browsers;
- Provide both keyword and brand search capabilities to customers;
- Have either or both dedicated information systems and web programming personnel; and
- All web content must be accessible to people with disabilities.
- Inventory. Dealer accepts sole responsibility for maintaining adequate inventory of all Supplier Products represented for sale. Without prior written consent from Supplier, Dealer will not offer for sale or take orders for any item(s) of Supplier Products that are not held and fulfilled from Dealer’s own warehouse.
Sales and Inventory Data. From time to time, but not more than four (4) times per calendar year, Dealer will comply with requests from Supplier for detailed sales and inventory information specific to Supplier Products.
Questions and comments regarding this Policy should be directed to:
Quicksilver Scientific, Inc.
1960 Cherry Street
Louisville, CO. 80027
E-mail: [email protected]