Sonnax

Sonnax is an industry leader in the cutting edge design, manufacture and distribution of the highest quality products to the automotive aftermarket, commercial vehicle industries, and industrial sectors utilizing drivetrain technology.

 

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Sonnax Transmission Company, Inc.| A Marmon/Berkshire Hathaway Company
Policy effective February 10, 2025
Sonnax Minimum Advertised Price Policy

Sonnax Transmission Company, Inc. (“Sonnax”) is committed to offering the highest quality
product that end-users demand and to working with partners that elevate the Sonnax brand through
their own sales and education strategies. In an effort to retain brand value and a healthy distribution
channel, Sonnax is unilaterally implementing a minimum advertised price policy (“MAP Policy”).
This MAP Policy will become effective February 10, 2025 and applies to all direct purchasers
(“Purchasers”) of covered Sonnax products (“Products”). Moreover, this MAP Policy requires all
Purchasers to unilaterally impose and enforce their own consistent MAP policies on their own non
end user purchasers, including but not limited to catalog vendors, Internet retailers, auction sellers,
auction sites, and e-commerce platforms that purchase Products from Purchasers (collectively,
“Downstream Resellers”), and provide copies of their consistent MAP policies to Sonnax. For
purposes of this MAP Policy, a Downstream Reseller also is considered to be any business that
uses Sonnax’s trademarks and intellectual property in connection with the advertisement, offering
for sale, or sale of Sonnax’s goods, whether such use is with or without Sonnax’s consent, so long
as they have purchased covered Products from Purchasers.

Sonnax values the efforts and contributions of all Purchasers and Downstream Resellers to
distribute Sonnax Products and support our mutual end-user customers. This MAP Policy is
unilaterally adopted by Sonnax for the benefit of all Purchasers and Downstream Resellers and
will be unilaterally monitored and enforced by Sonnax and/or its designated agents.

Sonnax may engage a third-party service to administer and enforce its MAP Policy according to
Sonnax’s unilateral instructions. Sonnax, either individually or through its agent, will monitor the
advertised prices of its Purchasers and Downstream Resellers, and Purchasers are expected to
provide prompt responses to and reasonable cooperation in any Sonnax inquiries regarding
possible inconsistencies with this MAP Policy, including inquiries regarding Purchasers’ own
consistent MAP policies and their enforcement of the same. Hindering Sonnax’s inquiries in any
way, or delays in responding or providing requested information or documentation will be
considered conduct inconsistent with the requirements of this MAP Policy (“Inconsistent
Conduct”) and will be subject to the consequences described below.

MAP Price List and Advertised Pricing Requirements

Sonnax will, from time to time, publish a Minimum Advertised Price list (“Price List”) of
applicable Products for each of its Purchasers, which may be amended and adjusted by Sonnax at
any time in its sole discretion. Notice of updates to the Price List will be sent to the principal points
of contact that Sonnax has on file for each of its Purchasers.

Each Price List will identify the effective date, the Sonnax Products to which this MAP Policy
applies, a minimum advertised price for end-users, and a discount from minimum advertised price
that Purchasers may advertise to their Downstream Resellers consistent with Sonnax’s MAP
Policy.

Unless the Sonnax MAP Policy Administrator has explicitly authorized a deviation from this MAP
Policy, each advertisement by a Purchaser of a Sonnax Product below the minimum advertised
price specified in the current Price List will be deemed Inconsistent Conduct. Moreover, a
Purchaser’s failure to monitor and police its own consistent MAP policy against Downstream
Resellers will be deemed Inconsistent Conduct by the Purchaser.

In addition:

1.  Purchasers will not publish a price that is lower than the Sonnax minimum advertised (for
end-users) or the discounted minimum advertised price (for Downstream Resellers)
specified in the then-current 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 or e- commerce
advertisement is prohibited. It is inconsistent with this MAP 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
MAP Policy.

3.  Similarly, it is inconsistent with this MAP Policy for a Purchaser not to discipline its own
Downstream Resellers that advertise covered Sonnax Products for less than the minimum
advertised prices included in Sonnax’s Price List.

4.  Please note that certain online sales strategies can result in advertised pricing that is below
those included in Sonnax’s Price List. In the case of “add to cart” or “click here to see our
low price” strategies, for example, Google Checkout will advertise the last price actually
paid by a purchaser. Therefore, when Products are sold online at prices below those in the
Price List, an advertising event can occur to the next purchaser because they see the Product
and the “last price sold” without having to “add to cart.” This inadvertent advertising is not
permitted and must be monitored by Purchasers when they are policing their own MAP
policies.

This MAP Policy applies only to advertised prices and does not apply to the price at
which Sonnax Products are actually sold or offered for sale to an individual buyer at
an individual retail location or over the telephone or as the result of any other
negotiation between an individual Purchaser and its buyer. Each Purchaser and
Downstream Reseller is free to independently set its resale prices at its own discretion.

Promotions

Sonnax reserves the right to permit temporary “MAP Policy Holidays” during which some or all
Purchasers are permitted to discount covered Sonnax Products below the pricing listed in the Price
List, and to consistently relax their own MAP policies as applied to their own Downstream
Resellers. Such “MAP Policy Holidays” will be determined in Sonnax’s sole and unilateral
discretion and are not guaranteed to be made available on the same terms for all Purchasers or
Downstream Resellers. Sonnax encourages Purchasers and Downstream Resellers to utilize the
promotions to their advantage while continuing to provide the highest level of customer service to
their own customers. Requests for MAP Policy Holidays must be made in writing through
Sonnax’s MAP Policy Administrator. Other Sonnax sales representatives and employees are not
authorized to approve deviations from this MAP Policy.

Sonnax encourages retail brand awareness and value-added promotions of our products. Any
promotional incentives should be applied to future store-wide purchases and not designed to
directly discount Sonnax Products below the minimum advertised price specified in the then
current Price List. If promotions do not meet the requirements of this MAP Policy, they will be
deemed Inconsistent Conduct and will subject the Purchaser to disciplinary actions including, but
not limited to, the penalties described in this MAP Policy.

Inconsistent Conduct

MAP Policy compliance by all Purchasers will be monitored by Sonnax and/or its agents, including
Purchasers’ enforcement of their own consistent MAP policies on Downstream Resellers. Once
Inconsistent Conduct is discovered, the Purchaser will be notified. The Purchaser will have (2)
business days from the date of notification to correct its own Inconsistent Conduct through its
Internet or e-commerce channels or to initiate enforcement of its own MAP policy; and (7)
business days to correct all other Inconsistent Conduct. If a Purchaser’s Inconsistent Conduct is
not corrected within the specified time period, the Purchaser will receive subsequent notification(s)
each of which will memorialize a separate occurrence of Inconsistent Conduct, with each being
subject to appropriate enforcement and/or applicable penalties, up to and possibly including
permanent termination of the Purchaser’s purchasing privileges.

Sonnax will determine, in its sole discretion, whether any Inconsistent Conduct has been corrected.
Moreover, Sonnax refuses to engage in any communication with Purchasers regarding whether a
competing Purchaser’s advertised pricing behavior is consistent with this MAP Policy. Sonnax
assumes sole responsibility for monitoring and enforcing this MAP Policy and will not discuss
such activities with any Purchaser, except for the limited purposes of discussing an individual
Purchaser’s own advertised pricing behavior, an individual Purchaser’s enforcement of its own
consistent MAP policy, or penalties relating to the same.

Consequences for Inconsistent Conduct

A 1st occurrence of Inconsistent Conduct bv a Purchaser will be subject to:
• Written Warning
A 2nd occurrence of Inconsistent Conduct by a Purchaser may be subject to:
• Change in discount percentage
A 3rd occurrence of Inconsistent Conduct by a Purchaser may be subject to:
• Privilege to purchase any and all Sonnax products (including, but not limited to, covered
MAP Products) revoked for 90 days.
A 4th occurrence of Inconsistent Conduct by a Purchaser may be subject to:
• Immediate action must be taken to remove all Sonnax products (including, but not limited
to, covered MAP Products) from all sales channels.
• Sonnax intellectual property rights granted by Sonnax to the offending Purchaser will be
revoked indefinitely.
• All privileges to purchase any and all Sonnax products (including Products covered by this
MAP Policy) will be revoked indefinitely.
• Added to Sonnax’s Do Not Sell list indefinitely.

Sonnax will not accept product returns or stock exchanges from a Purchaser that (i) has been
notified of Inconsistent Conduct that remains uncorrected, or (ii) is not eligible to purchase Sonnax
products due to 1st, 2nd, 3rd and/or 4th occurrences of Inconsistent Conduct.

Consistent with this Policy, Sonnax may from time to time publish a list of Downstream Resellers
or end-users that are not eligible to purchase Sonnax products. Purchasers are responsible for
distributing Sonnax products consistently with Sonnax’s directions, including its directions not to
sell Sonnax products to specific Downstream Resellers or end-users. Failure to abide by these
directions constitutes Inconsistent Conduct and is subject to the consequences described above.

Reinstatement of Terminated Purchaser

Purchasers may be offered reinstatement to purchase Sonnax Products (“Reinstatement”) at
Sonnax’s sole and absolute discretion. Sonnax’s determination whether to issue a Reinstatement is
solely a unilateral decision of Sonnax and will not be based on any agreements, representations or
promises of Purchasers to comply with this MAP Policy. Sonnax will not discuss any Purchaser’s
Reinstatement with any other Purchaser.

Contact

Sonnax, within its sole and unilateral discretion, will determine whether a Purchaser’s actions
constitute Inconsistent Conduct. Only Sonnax’s designated MAP Policy Administrator and/or their
assigned agent are authorized to communicate with Purchasers regarding Policy enforcement,
updates, changes or decisions. No Sonnax sales representatives or other employees are authorized
to confirm compliance with or amend this MAP Policy, although they may be contacted in the first
instance for general questions about the MAP Policy. Sonnax will not communicate with
Downstream Resellers regarding their compliance with any Purchaser’s MAP policy.

Sonnax Transmission Co.
Attn: MAP Policy Administrator
2 Imtec Lane
Bellows Falls, VT 05101
Fax: 802-428-2042
E-Mail: map@sonnax.com

The foregoing is a statement of Sonnax’s unilateral MAP Policy and expresses the terms upon
which Sonnax will deal with its Purchasers. This MAP Policy may be modified by Sonnax from
time to time, and notice of updates will be sent to the principal points of contact that Sonnax has
on file for each of its Purchasers. Sonnax does not seek, nor will it accept, any agreement or
understanding with respect to the prices any Purchaser may advertise or charge at any time.

PLEASE REVIEW THIS DOCUMENT CAREFULLY AND COMMUNICATE IT TO ALL
INDIVIDUALS AND ENTITIES WITHIN YOUR ORGANIZATION. THIS MAP POLICY
GOVERNS CONDITIONS OF SALE FOR ALL FUTURE ORDERS.

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