Shadow-Caster LED Lighting US Minimum Resale
Price, (MRP) Policy

Effective 10/01/2019

1. Introduction

Here at Shadow Caster, we specialize in the design and manufacture of a complete range of
innovative LED lighting products and accessories. From marine lighting to patio systems, we
offer a wide array of products to fit all of your lighting needs. We specialize in lights that are
exceptionally bright, robust, and efficient for both marine and terrestrial applications.
We recognize that our success is tied to the success of our network of select distributors
and authorized dealers. We also know they invest significant time and resources to deliver
a positive customer experience. We want to protect their ability to do so, while at the same
time discouraging price based advertising that would be detrimental to our dealers’ service
and support efforts. As a result, Shadow-Caster LED Lighting has unilaterally established
this Minimum Resale Price, (“MRP”) Policy.

2. Policy Statement

Shadow-Caster LED Lighting, in its sole discretion, reserves the right to discontinue
doing business with any reseller that advertises any product(s) covered by this MRP
Policy at a price lower than the MRP.

3. General Guidelines

a. The products on the official Shadow-Caster Price List are covered by this policy.
Shadow-Caster LED Lighting may in its sole discretion modify this list from time to
time.
b. Shadow-Caster LED Lighting recognizes that dealers are free to make their own
decisions to advertise and sell any Shadow-Caster LED Lighting product at any price
they choose, without consulting or advising Shadow-Caster LED Lighting. Similarly,
Shadow-Caster LED Lighting will exercise its right to make its own decisions regarding
the MRP pricing structure, product allocation, new product availability, or future
promotional programs.
c. The MRP Policy applies to advertised prices and the price at which MRP Products are
actually sold or offered for sale to an individual in-store or over the telephone.

4. Advertising Guidelines

a. The MRP Policy applies to all advertisements of MRP Products in any and all media,
including but not limited to flyers, posters, coupons, mailers, inserts, newspapers,
magazines, catalogs, television, radio, and public signage, as well as internet sites,
social media sites, apps, or any other electronic media.
b. The MRP Policy does not apply to solely on premise or in-store advertising that is not
distributed to customers.
c. Website features such as “click for price”, automated “bounce-back” pricing emails,
preformatted email responses, forms, and automatic price display for any items prior
to being placed in a customer’s shopping cart, and other similar features are
considered to be communications initiated by the dealer (rather than by the customer)
and thereby constitute “advertising” under this MRP Policy.
d. It shall not be a violation of this MRP Policy to advertise that a customer may “call for
price” or “email for price”, or to use similar language, specifically with respect to
Shadow-Caster LED Lighting Products if such price is at or above MRP for the product
being sold.
e. This MRP Policy also applies to any activity which Shadow-Caster LED Lighting
determines, in its sole discretion, is designed or intended to circumvent the intent of
this MRP Policy, such as solicitations for ‘group purchases’ and the like.
f. It shall be a violation of this MRP Policy to advertise in general that the reseller has
“the lowest prices” or will match or beat its competitors’ prices, or to use similar
phrases that suggest price offers below MRP.
g. From time to time, Shadow-Caster LED Lighting may permit resellers to advertise MRP
Products at prices lower than the MRP retail price. In such events, Shadow-Caster LED
Lighting reserves the right to modify or suspend the MRP retail price with respect to
the affected products for a specified period of time by providing advance notice to all
resellers of such changes.

5. “Bundling” Guidelines

a. All bundles must be advertised at or above the cumulative MRP Policy price of the
covered products.
b. If a covered product is bundled with a non-Shadow-Caster product, the advertised
bundle price must be at or above the MRP Policy price of the covered product plus the
price of the non-Shadow-Caster product if sold separately.
c. If a covered product is bundled with a gift card or similar item with a specific dollar
value, the advertised bundle price must be at or above the MRP price of the covered
product plus the value of the other item.
d. The advertisement cannot state or imply that the covered product is free or discounted
in any way.
e. “Bundling” should not be used to “camouflage” discount advertising of covered products.

6. Policy Enforcement

a. If a dealer with multiple store locations violates this MRP Policy at any one store
location, or on any associated website, then Shadow-Caster LED Lighting will consider
this to be a violation by the dealer.
b. Shadow-Caster LED Lighting reserves the right to cancel any pending orders, restrict
future orders, or suspend dealers’ account if Shadow-Caster LED Lighting reasonably
believes:
➢ a dealer has violated the provisions of this policy;or
➢ a dealer intends to violate this policy.
c. Shadow-Caster LED Lighting’s MRP Policy Administrator is solely responsible for
determining whether a violation of the MRP Policy as occurred, as well as
determining appropriate sanctions.
d. Waivers to this MRP Policy may be granted in Shadow-Caster LED Lighting’s sole
discretion by the MRP Policy Administrator in writing. Shadow-Caster LED Lighting
Sales, Marketing, or other personnel are not authorized to modify or grant exceptions to
the MRP Policy. In the event that the MRP Policy Administrator authorizes a waiver to
the MRP Policy, dealers must strictly adhere to the terms of the waiver letter. Deviation
from the terms of a waiver letter is a violation of the MRP Policy.
e. Shadow-Caster LED Lighting monitors the advertised prices of dealers, either directly
or via the use of 3rd party agencies or tools. Dealers are expected to provide reasonable
cooperation in any Shadow-Caster LED Lighting investigations regarding possible MRP
Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate
with a Shadow-Caster LED Lighting MRP Policy investigation is a violation of this MRP
Policy.
f. The MRP Policy will be enforced by Shadow-Caster LED Lighting in its sole discretion
with direct contact to remedy the occurrences. Our authorized Distributors have the
right to aide in the enforcement and notify their dealers of violation. Violations of this
policy may result in any of the aforementioned sanctions removed, termination of our
business relationship and/or any available remedies at law.

All questions related to this MRP Policy should be directed to: INFO@Shadow-Caster.com