MAP Policy
Aspen Pumps Group
MINIMUM ADVERTISED PRICE (MAP) POLICY
Effective as of June 28, 2024
1. INTRODUCTION
Aspen Pumps Group (“Aspen“, “we” or “us” ) is a leading supplier of condensate pumps, ancillaries, maintenance chemicals, tools, lighting, and other HVAC/R products.
Our brand’s success is based on the support of our distributors and resellers, upon whom we rely on to promote and sell our products to consumers and end-users. To prevent erosion of our brands and discourage price-based advertising that could be detrimental to our resellers’ and distributors’ efforts, Aspen has adopted and implemented this Minimum Advertised Price (“MAP“) Policy (this “Policy“) for certain products sold under the Aspen family of brands (“MAP Products“), which list Aspen may publish to resellers and distributors from time to time. We adopted and implemented this Policy unilaterally, and this Policy is applicable to all Aspen resellers and distributors included within the scope of the Policy described in Section 2. This MAP policy replaces and supersedes any prior minimum advertised price policy published by Aspen (or any of its predecessors or subsidiaries in the Territory (as defined below)), and it applies to all MAP Products sold by Aspen and/or any of its subsidiaries in the Territory under the Aspen family of brands.
2. SCOPE
This Policy applies to: (a) resellers and distributors in North America (including, but not limited to, Canada, Mexico, and the United States) (the “Territory”); (b) all resellers and distributors that sell, promote, or advertise MAP Products, including through online sales; (c) advertised prices only, within the Territory; (d) MAP Products only (which Aspen may modify from time to time in its sole discretion); and (e) all forms of advertising of MAP Products. For purposes of this Policy, “advertising” includes advertisement in any and all media and forms of electronic commerce.
This Policy does not apply to: (a) damaged, discontinued or non-active products, if the MAP Product advertised clearly states that it is damaged, discontinued, or non-active: (b) special promotions or product discontinuations as announced or authorized from time to time by Aspen; and (c) solely on-premise or in-store advertising (displays, banners, price markings) that is not distributed to customers, quotes or contracts, or Internet site “checkout” pages where customers make their final purchase elections.
THIS POLICY IS NOT INTENDED TO CONTROL, INFLUENCE, DETERMINE, RESTRICT OR LIMIT IN ANY WAY THE PRICE AT WHICH ANY RESELLER OR DISTRIBUTOR MAY SELL MAP PRODUCTS. THIS POLICY IS STRICTLY LIMITED TO RESTRICTIONS ON ADVERTISING. EACH RESELLER AND DISTRIBUTOR REMAINS SOLELY RESPONSIBLE FOR DETERMINING ITS OWN RESALE PRICE FOR ALL MAP PRODUCTS.
3. ASPEN’S POLICY ON MINIMUM ADVERTISED PRICES
Aspen’s authorized resellers and/or distributors who choose to advertise any MAP Products must do so at or above the manufacturer’s then-current minimum advertised price for the applicable MAP Product, which will be published and updated by Aspen from time to time. Aspen does not provide promotional funds, promotional discounts or rebates, or other marketing or sales assistance to support advertising that displays a price below the MAP for a MAP Product, and Aspen reserves the right to unilaterally suspend or terminate its business with resellers and/or distributors who violate this MAP Policy.
4. RESELLER AND DISTRIBUTOR RESPONSIBILITIES
It is mandatory that Aspen resellers and distributors adhere to this Policy, and the Policy is non-negotiable. Where MAP Products are sold in a bundle, the advertised price of the bundle cannot be less than the sum of the MAP for each individual MAP Product within the bundle. Resellers and distributors may offer “value-added” incentives in advertisements, such as free or discounted items through coupons and codes, including, free or discounted labor, installation, sales taxes, shipping, and financing, if no mention of the monetary value is stated in these offers and the end effect does not cause the advertised price of the MAP Product to be lower than the MAP. Website features such as “click for price, automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items before being placed in a customer’s “shopping cart” and other similar features are considered communications initiated by the reseller (rather than by the customer) and thereby constitute “advertising” under this Policy. The “shopping cart” is the only area on a reseller’s webpage where specific discounting can be displayed because the actual “check out” price is not considered an advertised price and therefore not subject to this Policy. A reseller or distributor may advertise that a customer
“call for price” or “email for price,” or use similar language. Resellers and distributors may use banners that display site-wide promotions only if the numerical discounts do not cause the advertised price of the MAP Product to be lower than the MAP. Resellers and distributors may not promote MAP Products through arrangements which provide cash back to end customers.
5. ENFORCEMENT
We will monitor resellers’ and distributors’ adherence to this Policy on an ongoing basis. Aspen will make all decisions concerning compliance with and enforcement of this MAP Policy unilaterally. Aspen reserves the right to unilaterally enforce this Policy against any reseller or distributor who violates the Policy or who engages in any activity which Aspen unilaterally determines, in its sole discretion, is designed or intended to circumvent the intent of this Policy. If a reseller or distributor violates this Policy. Aspen, in its sole and unilateral discretion, may impose any one or combination of the following penalties: (a) ineligibility to participate in advertising and sales promotions; (b) loss of access to any discounts or rebates offered by Aspen; (c) cancellation of pending orders; (d) restrictions on future orders; (e) loss of access to all or part of Aspen products; and (f) termination of reseller’s business relationship with Aspen.
Waivers to this Policy may only be granted in writing by Aspen. The granting of a waiver, or refusal to grant a waiver, will be at Aspen’s sole and absolute discretion in all cases. If a waiver is granted, the waiver letter will set forth the specific scope of the waiver. Any waiver authorized on one occasion is effective only in that instance and only for that which is specifically stated in the waiver letter, and does not operate as a waiver of any additional or future violations.
Aspen’s adoption and administration of this Policy does not restrict Aspen’s rights to manage its distribution channels and to make and change its decisions regarding resellers, distributors and others with whom it will do business. Among other things, depending on the severity of the violation and the response of the reseller or distributor when advised of a violation of this Policy. Aspen may deem it appropriate to immediately cease doing business with the reseller or distributor, as applicable.
6. ADMINISTRATION
Aspen sales personnel and representatives have no authority to modify or grant exceptions or waivers to this Policy or have any communications with any reseller or distributor regarding actual or alleged violations of this Policy. All questions or comments regarding this Policy should be directed to Aspen’s MAP Policy administrator, who is currently Dan Rushton at Dan Ruhston@aspenpumps.com. Aspen’s MAP Policy administrator(s) shall be solely responsible for determining whether a violation of the Policy has occurred, communicating decisions to resellers and/or distributors regarding the Policy and handling any communication regarding sanctions imposed under this Policy.
Aspen will not alter this Policy for any reseller or distributor or respond to any questions or comments from one reseller or distributor about the activities or advertising of any other reseller or distributor with respect to this Policy. Aspen will not communicate with any reseller or distributor regarding another reseller’s or distributor’s activities or advertising practices.
Any failure by Aspen to require compliance with any provision of this Policy will not operate as a waiver of strict compliance in the future. Aspen may at any time modify, suspend or discontinue this Policy in whole or in part, or specify certain periods during which the Policy is inapplicable. The most current version of this Policy will be available on Aspen’s website. Each reseller and distributor is responsible for regularly checking the Aspen website designated above for updates to this Policy and to be aware of Aspen’s current minimum advertised pricing for MAP Products published to resellers and distributors.
Notwithstanding anything to the contrary in this Policy, this Policy is a unilateral declaration of policy by Aspen and does not reflect or constitute an agreement between Aspen and any reseller or distributor, or any other person or entity, and by issuing this policy Aspen is not seeking any such agreement.