Brembo North America

Electronic Minimum Advertised Price Policy

This unilateral Minimum Advertised Price Policy (this “Policy”) is effective June 1, 2023. This Policy applies to all brands manufactured and/or distributed by Brembo North America, Inc., or its affiliates (“Brembo North America”) for retail distribution.

Summary:

This Policy may be summarized as follows (subject to and as qualified by the more detailed description under “Brembo North America EMAP Policy” below).

• Each Reseller is free to decide and establish its own resale prices.
• This Policy unilaterally establishes a minimum advertised price for each of the EMAP Products, and compliance with this Policy is required for a Reseller to be authorized to use Brembo North America’s Intellectual Property and/or participate in Brembo North America sponsored promotions and other benefits listed below.
• To comply with this Policy, each Reseller must at all times advertise all EMAP Products at a Net Adjusted Price equal to or greater than the applicable price of the EMAP Product listed in the current EMAP Price List (See “Brembo North America EMAP Policy” below for more detailed description).
• If a Reseller advertises a EMAP Product in any publicly accessible format at less than the Net Adjusted Price, Reseller will be considered non-compliant with this Policy and will be subject to the consequences listed below under “Brembo North America EMAP Policy”, Section 2: Result of Non-Compliance.

Brembo North America EMAP Policy:

The Policy is applicable to all retailers, dealers, online sellers, online marketplace and auction sellers, warehouse distributors, and any reseller(s) they sell to (together and individually, “Resellers”) located in the United States of America, unilaterally and without exception. The Policy covers ONLY the products (“EMAP Products”) listed in the current EMAP Price List (“EMAP Price List”) distributed periodically to Resellers by Brembo North America. To comply with the terms of this Policy, all EMAP Products must, at all times, be advertised, in any publicly accessible format, at a Net Adjusted Price equal to or above the applicable prices listed in the current EMAP Price List. This includes any price published on publicly accessible levels/pages on the internet, including but not limited to prices displayed through links, pop-ups and other methods of publication, including through another website. For example, Reseller may not include statements such as “click here for best price” or “click here to see pricing” to avoid the Policy.

As used in this Policy, “Net Adjusted Price” means the advertised price at which an EMAP Product is offered by or on behalf of a Reseller to a customer (potential or actual) after (a) applying all discounts, rebates, allowances, coupons, and similar price reductions advertised in connection with the EMAP Product, (b) excluding certain taxes and shipment charges paid by the customer, and (c) giving the effect or value of free or reduced price bundles advertised in connection with the EMAP Product. Although Resellers are not required to comply with this Policy, any non-compliance will result in actions and consequences listed below in Section 2: Result of Non-Compliance.

1. Non-Compliance

Although each Reseller remains free to decide and establish its own resale prices, if Brembo North America reasonably believes that a Reseller does not comply with this Policy, Brembo North America may, without assuming any liability, immediately take actions listed below in section 2: Result of Non-Compliance.

2. Result of Non-Compliance

Brembo North America may immediately revoke the authorization of that Reseller (the “Non-Compliant Reseller”) to (a) access and use Brembo North America images, trademarks, and copyrighted materials (collectively and individually, the “Intellectual Property”, or “IP”) for advertising purposes (including but not limited to: in-store POP displays, images, product copy, use of the Brembo North America name and logo in advertisements and any materials derived from Brembo North America IP), (b) participate in Brembo North America sponsored sales promotions (including but not limited to consumer rebates and free product(s) with purchase), (c) receive any previously agreed-upon Brembo North America cooperative advertising funds and/or marketing allowance after date of non-compliance, (d) receive any discount(s) included in Reseller’s price structure. The Non-Compliant Reseller may also be subject to further remedies in response to the non-compliance, including but not limited to any and all remedies under State and Federal law. Any reinstatement of any benefits shall be at the sole discretion of Brembo North America, and reinstatement of benefits is not guaranteed upon remedy of non-compliance. Brembo North America reserves the right to refuse to do business with any Reseller that declines to comply with the terms of this Policy.

3. Exceptions

Brembo North America reserves the right to occasionally permit all Resellers to advertise EMAP Products in connection with promotions for limited periods of time that might otherwise fail to comply with the terms of this Policy. Notice of such opportunities will be provided to Resellers by Brembo North America, as appropriate. Except in extraordinary circumstances, Brembo North America will not consider any requests for exceptions or modifications to this Policy.

4. Additional Policy Comments

This Policy (as well as the EMAP Products) may be modified, extended, suspended, discontinued or rescinded in whole or part by Brembo North America at any time (including without limitation during any Brembo North America authorized promotional period), with such action(s) effective immediately or as otherwise determined by Brembo North America. In the event of any disagreement over the interpretation or enforcement of this Policy, Brembo North America’s decision will control.  Notwithstanding anything to the contrary that may be expressed or implied in or by one or more agreements between a Reseller and Brembo North America, nothing therein shall constitute an agreement by such Reseller to comply with this Policy; this Policy is not and should not be construed to be a term of any such agreement(s).

5. Questions, Additional Information Regarding Compliance

All questions or requests for additional information regarding this Policy or potential non-compliance with this Policy should be in writing and addressed to the EMAP Program Administrator.

Only the Brembo EMAP Program Administrator (at customerservice@us.brembo.com) is authorized by Brembo North America to answer questions regarding this Policy, to comment on the Policy, and to accept information regarding potential non-compliance.