MAP Policy

This Minimum Advertised Price Policy (“Policy”) sets forth the terms on which Dynomite Diesel Products, Inc., an Idaho corporation (“Company”) is willing to make available its products (the “Products”) for resale by third-parties (each a “Reseller”). Company and Reseller are sometimes referred to in this Policy collectively as the “Parties” and individually as a “Party”.

Background

• WHEREAS, Company values its relationships with its resellers and appreciates its resellers’ efforts to sell Company products (“Products”) to end consumers and retailers.
• WHEREAS, the purpose of this Policy is to set forth certain terms and conditions that must be met by Reseller for the Company to be willing to make available its Products to Reseller, and the Company reserves the right cease making its Products available to Reseller in the event Reseller violates this Policy.

NOW, THEREFORE, by purchasing the Products, Reseller hereby agrees to comply with the terms of this Policy:

1.  Minimum Advertised Price List. Company will make available to Reseller a list containing Company’s Minimum Advertised Prices (the “MAP List”) for the Products.  The MAP List will be published on Company’s website at www.dynomitediesel.com, and at ASAP Network at www.asapnetwork.org/line-card/dynomitediesel  and will be provided to Reseller upon request. At any time in Company’s sole discretion, Company may amend its MAP List and such amended MAP List will be effective upon posting to Company’s website or upon written notice to Reseller. The MAP List may identify a future effective date of such minimum advertised prices, but if not set forth therein, then such minimum advertised prices will apply effective as of the date such MAP List is posted to Company’s website or is delivered via written notice to Reseller, whichever occurs first.

2.  Minimum Advertised Price. Reseller shall not advertise the Products for a price lower than the price shown on the MAP List. If Reseller offers the Products online, then a final sale price below the applicable MAP List price and the availability of any discounts or rebates with respect to such Product may only be displayed to a customer in a secure, encrypted digital shopping cart and shall not be displayed to the general public outside a secure, encrypted digital shopping cart. For the avoidance of doubt, this Policy applies only to advertised prices and not to the prices at which Reseller actually sells Products to customers.

3.  Special Pricing. Company reserves the right to modify or suspend the MAP List for special pricing promotions or discontinued products.  

4.  Suspension. In addition to any other remedies available under appliable law, Company reserves the right to suspend shipment of Products to Reseller in the event Company determines or reasonably suspects Reseller has violated this Policy.

5.  Injunctive Relief. The Parties agree that the breach of this Policy by Reseller may cause irreparable harm to Company, the dollar amount of which would be difficult or impossible to ascertain, and that there may be no adequate remedy at law for such breach of this Policy. Therefore, in addition to any other rights and remedies the Company may have, the Company shall have available the right to obtain an injunction, without bond, from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any provision of this Policy. 

6.  Governing Law and Venue.  This Policy shall be governed by and construed in accor­dance with the laws of the State of Idaho without giving effect to its conflicts of law rules. Any dispute arising in connection with this Policy or breach thereof shall be resolved in a court of competent jurisdiction located in Kootenai County, Idaho. Reseller consents to personal jurisdiction in Idaho and waives all defenses to such jurisdiction and venue.

7.   Entire Agreement. This Policy constitutes the full and entire understanding and agreement between the parties with respect to the minimum advertised price of the Products, and any other written or oral agreements relating to the minimum advertised price of the Products existing between the parties are expressly canceled. Any additional or different terms proposed by Reseller are objected to and rejected unless expressly assented to in writing by Company. Notwithstanding the foregoing, in the event the Products are offered and sold pursuant to a separate definitive written agreement between Company and Reseller (the “Purchase Terms”), then the Purchase Terms shall remain in full force and effect, provided, if there is any conflict or inconsistency between this Policy and the Purchase Terms relating to the minimum advertised price of the Products, then the terms of this Policy shall prevail.

8.  Severability.  The invalidity or unenforceability of any provision within this Policy shall in no way affect the validity or enforceability of the remainder of this Policy or any other provision hereof. 

9.  Term.  This Policy shall remain in full force and effect perpetually unless terminated by Company in its sole discretion.