Irwin Naturals MAP Policy 2017

ONLINE MINIMUM ADVERTISED PRICE AND RETAILER POLICIES

This policy is intended to identify the terms and conditions for the advertising of Irwin Naturals’ products.

Our brands and products became leaders in the nutritional supplement industry by strong support, marketing and service over many years from our independent retailer market. We are committed to maintaining a strong partnership with our independent retailer customers. When products are advertised at prices that are too low our products and brand suffer and this results in fewer retailers supporting our products. It is our responsibility to protect and nurture the quality and image of our brands and products. It is with this in mind that we are establishing and enforcing a MAP Policy.

Irwin Naturals, (“Manufacturer”) is hereby adopting the following Minimum Advertised Price Policy (the “MAP Policy”) designed to protect the long term strength and integrity of its Irwin Naturals brand, and retailers’ investment in Manufacturer and its Irwin Naturals Brand products (“Products”), by helping retailers engage in advertising that best conveys to customers the value of Manufacturer’s Products.

Please see attached Exhibit A for The Minimum Advertised Prices for Products

MAP Policy

This Policy sets forth the terms and conditions of advertising for sale of any Irwin Naturals Brand products (“Products”). The Policy applies to all retailers, resellers, and distributors of Manufacturer’s Products (“Retailers”) to maintain an advertised pricing structure. The MAP Policy applies to advertised prices, not the prices at which Products are actually sold, and each Retailer is free tosetitsactualresalepriceforanyProductindependently. TheMAPPolicytakeseffectonRetailers, and Retailers must be in compliance no later than July 1st, 2017.

As part of Irwin Naturals’ goal to establish a strong MAP policy and ensure the integrity of our brand online we are requiring that our Retailers do NOT resell our Irwin Naturals Brand products to AmazondirectlyorthroughAmazonPrime,a.k.a.FulfillmentByAmazon(FBA). However,Retailerscan sell our Irwin Naturals brand on Amazon as a direct merchant by offering our products for sale to the consumer through Merchant Fulfilled Network (MFN). Any Retailers selling directly to Amazon or through Amazon Prime will be in violation of our MAP Policy.

  1. Irwin Naturals has established a Minimum Advertised Price (“MAP”) for its products. MAP may be adjusted by Irwin Naturals at its sole discretion upon fourteen (14) days notice.

 

  1. The MAP applies to all advertisements for any Irwin Naturals products in any and all media, including, but not limited to: Internet or other electronic media, coupons, mailers, emails, inserts, newspapers, magazines, catalogs, mail order catalogs, television, radio .

 

  1. The MAP applies only to advertised prices and does not apply to the price at which Irwin Naturals products are actually sold or offered for sale to an individual consumer within the reseller’s retail location. “Retail location” is defined as the physical place where end-users can physically buy and take immediate delivery of Irwin Naturals products. The final sales price remains totally at resellers’ and distributors’ discretion.

 

  1. This policy therefore prohibits any and all websites and other internet references to price below MAP with the exception of prices on the final checkout page after credit card and other billing information has been entered by the consumer.

 

  1. The policy does not in any way limit the ability of a reseller to advertise generally for example that it “has the lowest prices” as long as Irwin Naturals products are not advertised, either expressly or byimplication,atapricelessthanMAP. IftheadvertisingnamesIrwinNaturalsproducts explicitly, then the following are examples of advertising that would violate this policy as the se examples would express or imply a price less than MAP for Irwin Naturals products:
    • “priced too low to show”, “prices so low we cant advertise”, “instant discounts”,
    • “instant rebates” etc

 

  1. Irwin Naturals may periodically discontinue products or engage in promotions with respect to certain items. In such events, Irwin Naturals may, at its discretion, modify or suspend the MAP with respect to the affected products by timely notifying all dealers of such change.

 

  1. Irwin Naturals will monitor, to the best of its ability, compliance with this policy. Failure to follow this policy may result in termination of relationship and therefore Irwin Naturals will have the right to cease supplying the Irwin Naturals products to the reseller or distributor. Such a violation may also result in the nullification of any promotional support agreements between Irwin Naturals and the reseller or distributor.

 

This is a statement of Irwin Naturals MAP policy. It is not an agreement or offer to form an agreement with any specific party. It is simply a description of the conditions under which Irwin Naturals chooses to sell its products to its resellers or distributors.

Thank You.