MAP Policy

Unilateral Minimum Advertised Price Policy

1. Introduction: Binks LLC (“Binks”) is committed to maintaining the superior quality and integrity of its products and accessories (“Products”). Binks has developed the following unilateral MAP Policy for its Channel Partners in order to promote advertising practices that help preserve and enhance the reputation of Binks’ Products, and encourage the long-term success of its Channel Partner network. The policy will become effective February 1, 2025, and its term supersede and replace any and all prior Binks advertising policies.

2. Minimum Advertised Price: The minimum advertised price (“MAP”) for any Product will be determined by Binks and communicated to Channel Partners by internet, email, and/or in writing. This MAP Policy prohibits all Channel Partners and their resellers from advertising any Product at a price which is less than the MAP established by Binks, which may be modified at any time in Binks’ sole discretion. Unless otherwise communicated in writing to Channel Partners, the MAP for a Product shall be the list price for a Product. Schedules of list prices will be made available by Binks from time to time, as well as upon request at any time by Channel Partner.

3. Scope: This MAP Policy applies to all current Products advertised for sale by its Channel Partners and their resellers, which result in a displayed price below MAP through any media, form, or internet advertising (“Advertising“), including but not limited to internet, television, radio, flyers, posters, mailers, brochures, billboards, magazines, catalogs, email, text or instant messaging, public signage, website display advertising, such as banner ads, pop-ups, floating ads, text-based hyperlinks, or social media advertising. This MAP Policy does not create minimum resale prices or in any way restrict the Channel Partner’s ability to determine its own resale prices. Each Channel Partner must independently set its own pricing.

4. Administration: This MAP Policy will be administered and enforced by Binks in its sole discretion. Binks will hold the Channel Partner responsible for monitoring and enforcing MAP across its resellers. Channel Partners that fail to do so are subject to penalties as stated in Section 6 and 7 below.

5. Violations: Violations of the MAP Policy include, but are not limited to:

• Use of any advertising which results in a displayed advertised price of any Product below MAP.
• Use of price advertising displayed through features such as “click-on” or “click-through” buttons on a website, or any automated feature to provide automatic price quotations below the MAP for any Product.
• Use of e-commerce services such as Google Shopping and Price Grabber that result in an advertised price below MAP.
• Use of advertised inducements suggesting that prices below MAP are or may be available.
• Any activity which Binks determines is designed or intended to circumvent the intent of this MAP Policy.
• Selling to another reseller (a) known by the Channel Partner (as determined by Binks in its reasonable discretion after investigation of the facts) to engage in any practice that would violate this MAP Policy, or (b) on a list of disallowed resellers communicated by Binks from time to time.
• Failure to cooperate with Binks in an investigation of suspected sale to another reseller engaging in any practice that would violate this MAP Policy shall be deemed a violation of this MAP Policy.

6. Notice of Violation: If Binks verifies that a Channel Partner is advertising Binks Products below MAP, or is otherwise violating this policy, Binks may take such action as it deems appropriate, in its discretion, in light of the nature and severity of the violation, up to and including, without limitation, suspension of Channel Partner’s rights to purchase and resell Products or termination of Channel Partner’s Agreement with Binks.

7. Channel Partners Selling Through Websites: A Channel Partner may market, advertise, or sell Products to end-user retail customers through one or more websites, either under its Channel Partner name or a different name, provided that the Channel Partner first informs Binks in writing of its intent to begin marketing, advertising, and/or selling Products over the internet and (a) provides the name of each website with which it is or intends to become affiliated, (b) provides the name(s) under which it will be conducting business on these websites; and (c) sells directly to end-user customers only. This unilateral MAP Policy shall apply to all such websites.

8. Amendments: Binks reserves the right to amend or cancel this policy and/or its minimum advertised prices at any time, without agreement or contractual undertaking involved. Binks sales personnel are not empowered to negotiate or authorize exceptions to this MAP Policy.

9. No Agreement: No agreement or contractual undertaking is involved in connection with this MAP Policy. Binks salespersonnel are not empowered to negotiate or authorize exceptions to this MAP Policy.