Hyperco  

MW Industries, Inc.  

Policy effective August 31, 2021 

PLEASE REVIEW THIS DOCUMENT CAREFULLY AND COMMUNICATE IT TO ALL INDIVIDUALS AND ENTITIES  WITHIN YOUR ORGANIZATION AND ALL RESELLERS WITH WHICH YOU CONDUCT BUSINESS. THIS POLICY  GOVERNS CONDITIONS OF SALE FOR ALL FUTURE ORDERS. 

Hyperco Minimum Advertising Pricing Policy 

Hyperco is committed to offering the highest quality product that end-users demand. In an effort to retain brand value and a healthy distribution channel, Hyperco is unilaterally implementing a Minimum Advertising Pricing  (MAP) policy (“Policy”). This Policy will become effective August 31, 2021 and applies to all distributors and retailers; including but not limited to catalogs, Internet retailers, auction sellers, auction sites, and ecommerce platforms (collectively, “Resellers”) who sell Hyperco product to end-users. A Reseller is also considered to be anyone that uses Hyperco’s trademarks and intellectual property in connection with the advertisement, offering for sale, or sale of Hyperco’s goods, whether such use is with or without Hyperco’s consent.  

Hyperco values the efforts and contributions of all Resellers to distribute Hyperco products and support our mutual customers. This Policy is unilaterally adopted by Hyperco for the benefit of all Resellers and will be uniformly enforced.  

Hyperco may use 3rd party services to administer and enforce this Policy. Violations or refusal to participate  could result in loss of:  

• Ability to purchase Hyperco product.  
• Rights to use Hyperco intellectual properties, including trademarks.  

MAP List 

Hyperco will publish and provide a Minimum Advertising Price list (“Price List”), which may be amended and adjusted by Hyperco at any time in its sole discretion.  

Each Price List will identify the effective date, the Hyperco products and the minimum advertising price (MAP)  for those products. Each advertisement by a Reseller of a Hyperco product below the minimum advertised price specified in the supplied Price List will be a violation of this Policy.  

Specifically:  

1. Resellers shall not publish a price that is less than the Hyperco’s minimum advertised price specified in the supplied Price List in any media, including but not limited to flyers, posters, coupons, mailers, inserts,  newspapers, magazines, catalogs, mail order catalogs, e-mail newsletters, e-mail solicitations, e-commerce, Internet or similar electronic media, social media, text messaging, instant messaging, television, radio, and public signage.

2. A visible strikeout, deletion, or alteration of any price in any Internet and e-commerce advertising is strictly prohibited. It is a violation of this policy to advertise that a customer may “See price in cart”, “Make  offer”, “Bid”, “Instant message me for pricing”, “instant rebate”, or other discount implied terminology and/or tactics to circumvent this Policy.  

This Policy applies only to advertised prices and does not apply to the price at which Hyperco products are actually sold or offered for sale to an individual purchaser within Resellers’ retail location or over the telephone. This Policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer(s).  

Promotions  

Hyperco reserves the right to run promotions of their products throughout our distribution channels including direct sales and distributors. Hyperco encourages Resellers to utilize the promotions to their advantage while providing a high level of customer service to the end-user.  

Hyperco encourages retail brand awareness and value-added promotions of our products. Any promotional incentives should be applied to future store-wide purchases and designed not to discount Hyperco product below the minimum advertised price specified in the current Price List without pre-approval from Hyperco. If promotions do not meet the requirements of this Policy or were not approved & endorsed by Hyperco, they will be in violation, subject to enforcement and penalties.  

Policy Violations  

Policy compliance by all Resellers will be monitored by Hyperco and/or its agents. Once a violation is discovered,  the Reseller will be notified of the violation. The Reseller will have (2) business days from the date of notification to correct an Internet or e-commerce violation; and (7) business days to correct all other media violations. If a  violation is not corrected within this time period allotted, the Reseller will receive the subsequent violation notification(s) each of which shall count as a separate violation of the Policy. Hyperco will determine, in its sole discretion, whether any violation has been corrected.  

Consequences of Policy Violations 

A Level 1 violation is any violation of the Policy that is not corrected within two (2) business days from the date of notification to correct an Internet or e-commerce violation; and (7) business days to correct all other media violations. 

1. Direct accounts may:  
2. Lose the privilege to purchase all Hyperco product for (15) business days.  
3. Non-Direct accounts may:  
4. Be added to warehouse distributor Do Not Sell list and lose the privilege to purchase all Hyperco product for (15) business days.  

A Level 2 violation is any violation of the Policy within 90 days of issuance of Level 1 violation notice. Upon  occurrence of a Level 2 violation:

1. Direct accounts will:  
2. Lose the privilege to purchase all Hyperco product for (90) days.  
3. All rights to use Hyperco intellectual property for (90) days and will have (5) business days to remove them off their website and e-commerce channels.  
4. Non-Direct accounts will: 
5. Be added to warehouse distributor Do Not Sell list and lose the privilege to purchase all Hyperco product for (90) days.  
6. All rights to use Hyperco intellectual property for (90) days and will have (5) business days to remove  them off their website and e-commerce channels.  

A Level 3 violation is any violation of the Policy within 180 days of Level 2 violation notice. Upon occurrence of  a Level 3 violation: 

1. Direct accounts:  
2. Immediate action must be taken to remove all Hyperco product from all sales channels.  b. The following will be revoked immediately and remain in effect indefinitely until reinstated.  i. All Hyperco intellectual property rights.  
3. Privilege to purchase any and all Hyperco product.  
4. Non-Direct accounts will:  
5. Be added to warehouse distributor Do Not Sell list indefinitely until reinstated.  
6. All Hyperco intellectual property rights are immediately revoked indefinitely until reinstated.  

Hyperco will not accept product returns or stock exchanges from a Reseller that (i) has been notified of a  violation that remains uncorrected, or (ii) is not eligible to purchase Hyperco products due to a Level 1, Level 2, or Level 3 violation.  

Resellers are responsible for adhering to the Do No Sell list. If a Reseller is determined to be selling to another  Reseller under violation of this Policy and on the Do Not Sell list, such primary Reseller will be notified and placed on Level 1 violation.  

Notwithstanding the above, based on the sole discretion of Hyperco and/or its authorized agent, a Reseller who demonstrates multiple Level 1 violations of this policy may be subject to a permanent prohibition from purchasing Hyperco and the Reseller’s rights to use Hyperco intellectual property will be forfeited. 

Reinstatement of Terminated Dealer or WD 

A Dealer,WD or MWD in level 3 violation may be offered reinstatement to purchase Products  (“Reinstatement”), at Hyperco’s sole and absolute discretion. Hyperco’s determination whether to issue a  Reinstatement of a dealer is solely a unilateral decision of Hyperco and will not be based on any agreements,  representations or promises of the dealer to comply with Policy. 

Contact 

Hyperco and/or assigned agent shall determine violations of this Policy at its sole discretion. Only Hyperco’s designated Policy administrator and/or assigned agent are authorized to communicate Policy updates, changes,  or decisions. No other Hyperco representative or agent is authorized to confirm compliance with, discuss, or amend the Policy.  

For inquires contact:  

Hyperco 

260 Industrial Drive 

Pontotoc, MS 38863 

Telephone: (800) 365-2645 

E-Mail: info@Hyperco.com