Factory Performance Parts |

Overview:

Specialty Auto Parts U.S.A., Inc. (“Proform”), its brand names, and its products have gained a strong reputation in the automotive aftermarket, aided by Direct Retailers (who purchase from Proform) and Indirect Retailers (who purchase from warehouse distributors -- “WD’s”), who have successfully met the needs of the market by investing in inventory and in personnel with product knowledge, and engaging in sales and promotional initiatives. To retain and maximize brand value and healthy distribution channels, as of July 31, 2019 Proform has implemented this Unilateral Retail Pricing Policy (the “Policy”).

Proform expressly reserves the right to allocate products covered by this Policy (“Products”) among its Direct Retailers, reject orders for some or all Products, or refuse to permit WD’s to sell Products to Indirect Retailers, with or without cause and in its sole and absolute discretion. Proform has determined that, in exercising these rights, it will consider Retailers’ compliance with this Policy, any modification hereof, or any other Policy subsequently adopted by Proform. Products will consist of those identified by part numbers listed on Proform’s Unilateral Retail Pricing Policy List as published www.proformparts.com/upplist.

Unilateral Policy:

This Policy does not constitute an agreement between any Direct Retailers or any Indirect Retailers and Proform, and Proform is not seeking a response from same. Such entities are free to decide whether to adhere to this Policy and determine their own pricing. However, Proform will unilaterally impose the Penalties listed below on Direct and Indirect Retailers who advertise, offer, or sell the Products at a net retail sales price that is less than the minimum retail price (“MRP”) in effect at the time of such Direct or Indirect Retailers’ advertising, sales or offer that is sent by Proform via email to Direct and Indirect Retailers, and/or posted on Proform’s website www.proformparts.com/upp.

A WD violates this Policy by selling to a Retailer on the Do Not Sell List which has been sent by Proform via email to such WD and/or posted on Proform’s website www.proformparts.com/donotsell. WD’s are responsible for verifying that their customers for Products are not on the Do Not Sell List. WD’s are also responsible for informing their customers of the Products about this Policy by providing them a copy of this Policy and/or directing them to this Policy as published at www.proformparts.com/upp.

Retailer Defined:

A Retailer is any entity that sells Product to consumers. This includes, but is not limited to: Mass Merchants, Chain Stores, Mail Order Sellers, Jobber Stores, Speed Shops, Retailers, Online Dealers, Auction Sellers, or Auction Websites, and Warehouse Distributors who sell to consumers.

Violations Defined:

Sales, offers or advertising of the Product at prices below the MRP
Bundled sales at a price below the aggregated MRP of the Product and the value of other bundled items
Sales by WD’s to Retailers on the “Do Not Sell List”

For purposes of this Policy, “price” means the actual price at which Products are advertised, offered for sale, or sold or that is actually paid to the Retailer, and includes prices advertised and paid at check-out on websites, received or offered on auction websites, or received and offered as a result of emailed or messaged communications. The calculation of price is net of any discounts or rebates offered in connection with sales of Products, regardless of when any rebates or discounts are paid or applicable. For example, if Products are offered at $100.00, with a discount totaling $20 or 20%, the price shall be deemed to be $80.00. Note: when free or subsidized freight cost is offered, the value thereof shall be excluded from price determination.

Penalties:

The Retailer will automatically be penalized for its violation in accordance to the penalties stated below.

Penalty for First Violation for which Notice will be sent, if not corrected within 24 hours:
1. Direct Retailers will lose:
  - The privilege to purchase Products for thirty (30) days, and such Direct Retailers will be placed on Proform’s Do Not Sell List for this period of time.
2. Indirect Retailers will:
  - Be added to the Do Not Sell List and lose the privilege to purchase the Products for sixty (60) days.
3. WD’s will lose:
  - The privilege to purchase Products for thirty (30) days, and such WD’s will be placed on Proform’s Do Not Sell List for this period of time.
Penalty for Second Violation for which Notice will be sent, if not corrected within 24 hours:
1. Direct Retailers will lose:
  - The privilege to purchase Products for sixty (60) days, and such Direct Retailers will be placed on Proform’s Do Not Sell List for this period of time.
2. Indirect Retailers will:
  - Be added to the Do Not Sell List and lose the privilege to purchase the Products for ninety (90) days.
3. WD’s will lose:
  - The privilege to purchase Products for sixty (60) days, and such WD’s will be placed on Proform’s Do Not Sell List for this period of time.
Penalty for Third Violation for which Notice will be sent, if not corrected within 24 hours:
1. Direct Retailers will lose:
  - The privilege to receive from Proform future incentive funding related to the purchase or sale of any Proform Products, if any such funding is available, for such period and in such amount as may be determined by Proform in its sole discretion, separate contracts or agreements with Proform notwithstanding.
  - The privilege to purchase Products for an indefinite period of time as determined by Proform in its sole discretion, and such Direct Retailers will be placed on Proform’s Do Not Sell List for an indefinite period of time as determined by Proform in its sole discretion.
2. Indirect Retailers will:
  - Be added to the Do Not Sell List and lose the privilege to purchase the Products for an indefinite period of time as determined by Proform in its sole discretion.
3. WD’s will lose:
  - The privilege to receive from Proform future incentive funding related to the purchase or sale of any Proform Products, if any such funding is available, for such period and in such amount as may be determined by Proform in its sole discretion, separate contracts or agreements with Proform notwithstanding.
  - The privilege to purchase Products for an indefinite period of time as determined by Proform in its sole discretion, and such WD’s will be placed on Proform’s Do Not Sell List for an indefinite period of time as determined by Proform in its sole discretion.

Violations of this Policy will be strictly enforced. Proform will not discuss any conditions of acceptance of this Policy, as it is non-negotiable, and this Policy will not be altered for any Retailer or WD. Proform neither solicits nor accepts any assurance of compliance with this Policy. Proform may utilize the services of price-monitoring services to administer and enforce the Policy. Furthermore, Proform’s WD’s are responsible for monitoring to whom they sell, and ensuring that all Indirect Retailers are complying with this Policy and are not on the Do Not Sell List.

Miscellaneous:

This Policy may be modified or amended at any time by Proform. If any changes occur, Proform will distribute to its Retailers a 30-day written notice of any changes. Updated information may also be found at www.proformparts.com/upp

Should you have any questions regarding this Policy, please feel free to contact only the Unilateral Retail Pricing Policy Administrator listed below. No other Proform officer or employee is authorized to discuss this Policy. Proform does not seek, nor will it accept, any agreement or understanding with any Retailer or WD regarding the price at which a Retailer or WD may advertise, offer or sell any Products.

Unilateral Retail Pricing Policy Program Administrator
Email: uppsupport@proformparts.com
Specialty Auto Parts U.S.A., Inc.
26708 Groesbeck Highway
Warren, MI 48089
Website: www.proformparts.com