Retail (B2C) Unilateral Policy 

Only Authorized HP Tuners Resellers and Distributors are permitted to sell or resell HP Tuners Products.  

HP Tuners LLC (“HPT”) has unilaterally determined to implement the pricing policy described herein (the  “Policy”) effective 10/21/2020 (the “Effective Date”).  

This Policy applies to all direct or indirect HPT Authorized and Preferred Resellers (“Reseller”) and HPT  Authorized Warehouse Distributors (“Distributor”) located in the United States (the “U.S.”), Canada and  Mexico and covers the Products (the “Products”) described in the Product List (the “Product List”) and  Price List (the “Price List”).

1. Summary 

a) Each Reseller or Distributor is free to determine its own resale prices. 

b) The Policy establishes a minimum retail price (B2C) for each of the Products and Services in a retail  environment. 

c) HPT will revoke the authorization of the Reseller or Distributor to purchase the Products at a  discount if a Reseller or Distributor offers, sells or provides a product, as follows: 

1) HP Tuners hardware at less than retail price in retail environment; or 

2) HP Tuners credits at less than 95% of retail in a retail environment or 

3) Any HP Tuners product or credits on auction websites utilizing the auction or bidding  feature; and  

4) Any HP Tuners product or credits on Amazon Prime (regardless of price), without the prior  written permission of HPT. 

2.  The Policy 

This Policy is described as follows: 

2.1 Violation 

Although each Reseller or Distributor remains free to establish its own resale prices, after HPT verifies to its sole satisfaction that a Reseller or Distributor has violated the Policy, HPT will, without assuming any liability, revoke the authorization of the Reseller or Distributor (the “Violator”) to purchase the Products at a discount. A Reseller or Distributor may violate this Policy in, but not limited to, the following ways: 

a) By “offering” (through advertising, promotion or otherwise and regardless of place, channel or  medium used), by “selling” (in-store, on-line, through a catalog or otherwise) or by “providing” one or  more of the Products in the U.S., Canada and Mexico during the Policy Period at a “net adjusted price”  less than the then-current minimum retail or resale price (if authorized) established by HPT;

b) By offering, selling or providing (regardless of price) one or more of the Products utilizing an internet  auction or bidding feature; 

c) By offering, selling or providing one or more of the Products on Amazon Warehouse Deals or similar  channels or medium that sell returned, open boxed, and or damaged merchandise at a discount; 

d) By offering, selling or providing one or more of the Products subject to a discount promotion (i.e.  discount coupon or rebate); 

e) By offering, selling or providing (regardless of price) after the Effective Date one or more of the  Products on Amazon Prime, without the prior written consent of HPT. Unless otherwise prohibited,  Reseller may offer and sell Products on non-Amazon Prime website. 

2.2 Result of Violation: 

On the effective date of a Reseller’s or Distributor’s revocation/termination, all pending orders from the  Violator for any of the Products will be cancelled and no new orders for any of the Products will be accepted. 

2.3 Net Adjusted Price: 

For purposes of the Policy, “net adjusted price” means the lower of: (i) the price at which a Product is  offered by a Reseller or Distributor to a customer; or (ii) the price actually paid to a Reseller or  Distributor for a Product by a customer, which is determined by: 

a) Applying all discounts, deductions, rebates and allowances made available or actually provided to the  customer; 

b) Excluding all applicable taxes and all shipping, delivery and insurance charges, if paid by the customer  (If the Reseller pays some or all of the taxes that otherwise would be paid by the customer, the amount  paid by the Reseller will be considered a discount.); and 

c) Bundling of any kind that reduces the value of HPT products, below the minimum resale price.

2.4 Free or Reduced-Price Services Not Considered Discounts: 

One or more of the following services may be offered or provided by a Reseller or Distributor for free or  at a reduced price without it or them being considered a discount when offered or provided in  connection with the purchase of a Product by that Dealer’s customer: 

a) Payment of some or all shipping and handling, delivery and insurance charges for such purchase;

b) Dynamometer testing; 

c) Tuning (not including HPT Credits, as per 1.a.1); or 

d) Installation of some or all of the Products. 

2.5 Retail Sales Channel: 

a) Retail environment (B2C): The minimum resale price for HPT hardware and peripherals (including Pro  Feature Set upgrades) in a retail environment is 100% of the retail price. The minimum resale price of 

 

HPT Credits is 95% of retail. Where Credits come with hardware, the hardware portion will be subject to the hardware policy and the Credits will be subject to the Credit policy. The HPT Distributor and Reseller price lists show the minimum retail price of each product, where applicable. 

A retail environment is defined as any environment where the product is sold to an entity other than an authorized reseller by any means. 

2.6 Inventory Repurchase: 

In the event a Reseller or Distributor violates the Policy, if requested to do so by HPT, the Violator will promptly sell to HPT or its designee(s) all or any part of the Violator’s inventory of the Products (free of all liens, claims and encumbrances) identified by HPT or such designee(s). This inventory will be sold at the price that the Violator paid or is due for it, less a restocking charge of fifteen percent (15%) of such price. In addition, the Violator will pay the freight and all related charges to ship it as directed by HPT.  The Violator will promptly make available to HPT or such designee(s) its inventory of the Products for inspection, identification, repurchase and shipment after HPT requests the Violator to do so. 

2.7 Policy Period 

The “Policy Period” is defined as the time that this policy is in effect. This period is from the Effective  Date (October 21st, 2020) until superseded by a new policy published by HPT. This policy supersedes any previous HP Tuners Unilateral Policy. 

2.8 Additional Policy Terms and Conditions: 

The Policy (including without limitation the Product List) may be modified, extended, suspended,  discontinued or rescinded in whole or part by HPT, at its sole discretion with or without notice. HPT will not discuss any conditions of acceptance related to the Policy. In addition, HPT neither solicits, nor will it  accept, any assurance of compliance with this Policy. Notwithstanding anything to the contrary which may be expressed or implied in or by one or more agreements between a Reseller or Distributor and  HPT, nothing therein shall constitute an agreement by such Reseller or Distributor to comply with the  Policy as, among other things, the Policy is not and should not be construed to be one of the HPT’s policies as such term is or may be used in any or all of such agreements.

 

2.9 Questions, Additional Information or Information Regarding Potential Violations: 

All questions, inquiries, or requests for additional information regarding the Policy must be addressed to  the Unilateral Policy Administrator: 

Unilateral Policy Administrators 

HP Tuners, LLC. 

700 Eastwood Lane, 

Buffalo Grove, Illinois 60089 

Email: upp@hptuners.com 

Only the Unilateral Policy Administrators are authorized by HP Tuners to answer questions regarding the  Policy or pricing, to authorize new Resellers or Distributors, comment on the Policy or to accept information regarding potential violations. 

Any comments related to violations or reported violations must be received in writing (email is acceptable) and include contact information from the party submitting the inquiry. 

Any unauthorized Reseller is regarded as purchasing in a Retail (B2C) environment,  as they are not authorized to purchase HP Tuners at a discount. 

All resellers (regardless of their purchasing channel) must apply at HPTuners.com/GetAuthorized