Participation required to sell Phoenix Systems Products

Phoenix Systems is the leading innovator of patented tools for the perfect brake job. We are proud of our role in pioneering the world’s most versatile brake bleeders, brake fluid testing technology and brake service solutions. These "secret weapons" are used by the US Military, professional mechanics and DIY’ers alike to give super-human abilities to perform brake services that were once impossible.

We recognize that our high-quality resellers invest time and resources to deliver an extraordinary customer experience through knowledgeable staff and compelling vendor presentation. To support our resellers’ efforts, Phoenix Systems wishes to establish policies that allow resellers to earn the profits necessary to maintain the high level of customer excellence people of come to expect from Phoenix Systems dealers.

To protect the investment of our high-quality resellers and Phoenix Systems’ brand reputation, we have unilaterally adopted a MINIMUM ADVERTISED PRICE POLICY (“MAP Policy” or “MAPP”). Phoenix Systems established this MAP Policy due to the fact that reseller advertising and sales practices that promote Phoenix Systems’ products primarily on the basis of price could be detrimental to dealers’ service and support efforts. Such activities can be harmful to Phoenix Systems’ brand, reputation and competitiveness, and allow some resellers to take advantage of the service and support efforts of others. Phoenix Systems believes that these practices are unfair and thus discourages such efforts.

Beginning immediately, Phoenix Systems, in its unilateral discretion, will follow Enforcement Procedures with any dealer or supplier of reseller, as to the products covered by this MAP Policy, if that reseller intentionally advertises any MAP Product below its MAP price. Phoenix Systems is confident that this program will strengthen its competitiveness and benefit all of its resellers.

MAP applies only to advertised prices and does not apply to the price at which the products are actually sold, or to advertised prices higher than the unilateral minimum advertised prices established by Phoenix Systems. Each reseller is free to set its actual resale price for any product independently.

1. MAP Policy and Guidelines1.1. The MAP Policy will be enforced by Phoenix Systems in its sole discretion.1.2. Any pricing advertised that does not match or exceed that shown on the current MAP price list will be a violation of this MAP policy and subject to enforcement procedures as identified in this document.1.3. Phoenix Systems recognizes that any authorized Phoenix Systems account can make its own decisions to advertise and sell any Phoenix Systems product at any price it chooses without consulting or advising Phoenix Systems. Phoenix Systems similarly has the right to make its own independent decision regarding product allocations and reseller participation as a member of the Phoenix Systems Authorized Reseller Program – at any time.1.4. The inclusion in advertising of any free or discounted products with a product covered by this MAP Policy would be contrary to this MAP Policy if it has the effect of discounting the advertised price of the included Phoenix Systems product below current MAP Price as indicated on printed price list.1.5. This MAP Policy does not establish maximum advertised prices. Resellers may offer Phoenix Systems products at any price in excess of current MAP Price.

1.6. Pricing listed on an internet site is considered an "advertised price" and must adhere to this MAP Policy.

1.7. Internet auctions may not display or have reserved bid or other acceptable prices below the current MAP Price.

1.8. Phoenix Systems reserves the right to offer promotions on certain products. In such an event, we reserve the right to modify or suspend this MAP Policy in whole or in part by notifying all Resellers of the nature and duration of the change. Phoenix Systems further reserves the right to adjust the MAP Price with respect to all or certain products at its sole discretion. Such changes shall apply equally to all resellers.

1.9. Phoenix Systems will maintain an updated “MAP Products” list of those products that will fall under this MAP Policy. Phoenix Systems reserves the right to update or modify this list at any time.

1.10. All Products listed will have a MAP price (See 1.9). Listing a price other than the MAP price next to the featured MAP Product in any advertising will be viewed as a violation of this MAP Policy. This MAP Policy applies to all advertisement of MAP Products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage. Such website features as “Click for price”, automated “bounce – back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by the reseller (rather than by the customer) and this constitutes “advertising” under this MAP Policy. This MAP Policy also applies to any activity which Phoenix Systems determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases’ and the like.

1.11. It shall not be a violation of this MAP Policy to advertise in general that the reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP Policy.

1.12. From time to time Phoenix Systems may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that (a) the advertisement include a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; (b) an asterisk is placed next to the net price after manufacturer’s rebate; and (c) the “*After manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.

1.13. Where Phoenix Systems products are bundled with or sold as part of a package that includes other products (whether or not manufactured by Phoenix Systems), it shall be a violation of this MAP Policy to sell or advertise the bundle (or package) at a price that: (a) is lower than the total Minimum Advertised Price of the Phoenix Systems product or (b) violates the letter or spirit of the MAP Policy. It shall be a violation of this MAP Policy if products are bundled with or sold as part of a package that includes products not pre-approved by Phoenix Systems.

1.14. It shall be a violation of this MAP Policy to include in any advertising for Phoenix Systems Products any additional discount, coupon, gift card, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of any MAP Product below MAP. Advertising that includes an additional discount, coupon, gift card, points, or any other incentive for future purchases (regardless of whether the future purchases is of a Phoenix Systems product) shall be evaluated under the same guidelines as described in Section 1.13 regarding product bundling. For example, a gift card redeemable on a future purchase would be considered an “other product”. This shall not apply to any manufacturer’s rebate from Phoenix Systems on Phoenix Systems Products or its partners’ products.

1.15. It shall not be a violation of this MAP Policy to advertise that a customer may ”call for price” or “email for price”, or to use similar language, specifically with respect to Phoenix Systems Products, so long as no price is listed.

1.16. If a reseller with multiple store locations violates this MAP Policy at any particular store location (physical or online), then Phoenix Systems will consider this to be a violation by all of the reseller’s locations (physical or online).

1.17. Phoenix Systems’ sales representatives are NOT permitted to discuss this Policy or make any agreements or assurances with respect to Phoenix Systems’ Policy regarding reseller advertising or pricing. This also includes any consumer program or promotion that affects the below-listed MAP Products.

1.18. Direct mail, email or websites that support employee purchase programs – or other limited access programs such as “Friends and Family” – are not covered by this Policy provided that access to the promotions and pricing is restricted by a customer unique identifier such as a username/password and is not accessible to the public.

1.19. Refurbished or Used equipment can be advertised below the designated MAP so long as the Reseller clearly and prominently discloses that the product is “used” or “refurbished” equipment. Phoenix Systems defines used equipment as product obtained by the Reseller through customer return, customer trade-in, demo units, or other means. Phoenix Systems defines refurbished equipment as product obtained by the Reseller through Phoenix Systems and refurbished by Phoenix Systems.

1.20. A Reseller that supplies Phoenix Systems MAP Products to other Resellers is required to have those Resellers comply with Phoenix Systems MAP Policy and Guidelines.2. Enforcement Procedures

2.1. Although resellers remain free to establish their own resale prices, Phoenix Systems reserves the right to cancel all orders and indefinitely refuse to accept any new orders from any resellers in Violation, following Phoenix Systems’ verification that such reseller is in Violation. A Violator is any Reseller that has advertised any MAP Products at a net retail sales price less that the then-current MAP retail price established by Phoenix Systems, or if reseller has violated this policy in any other way.

2.2. Phoenix Systems reserves the right, in its unilateral discretion, to take other action with respect to any reseller that violates this MAP Policy.

2.3. Phoenix Systems’ Resellers are subject to the same Enforcement Procedures if they supply product to another business or individual that is in Violation of the MAP Policy or MAP pricing.

2.4. The date of violation will be as determined by Phoenix Systems’ MAP Review Board.

3. Additional Policy Terms and Conditions.

The administration of this MAP Policy and any determinations made under it are solely within Phoenix Systems’ discretion and authority.

4. Questions, Additional Information or Information Regarding Potential Violations.

All questions about this MAP Policy should be in writing and directed via U.S. Mail to the Director of Sales & Marketing, Phoenix Systems LLC, 4012 South River Road, Suite 4B, St. George, UT 84790. The Director of Sales and Marketing and Phoenix Systems President have the sole authority to discuss, make determinations under, and undertake enforcement of this MAP Policy. No modifications to or exceptions from this MAP Policy shall be valid unless made in writing and authorized by the Director of Sales and Marketing or by Phoenix Systems President.

5. This policy will unilaterally become effective January 1, 2013.