Xentris Wireless

Xentris Wireless Minimum Advertised Price & Non-Diversion Agreement


This Policy applies to products and accessories manufactured and distributed under brand names that Xentris Wireless has partnered with. A list of products subject to MAP pricing can be obtained from your Xentris Wireless sales representative.

MAP Pricing:

MAP pricing shall be listed on each price sheet for Dealers (the “Price Sheet”). MAP pricing is established by Xentris Wireless Brand Partners and may be adjusted by the Brand Partners at their sole discretion.

All Dealers must follow this Policy. Any product with a MAP price cannot be advertised for less. Dealers who sell retail direct may not advertise products for less than the MAP retail price listed on the Price Sheet. Xentris Wireless has the right to refuse sale to anyone violating this Policy.

Advertising Policy:

If an authorized Dealer wishes to publish a price for a Covered Product, the price for that product published in any manner by the Dealer, as applicable, shall be not less than the Xentris Wireless Brand Partner Minimum Advertised Price then in effect or the Xentris Wireless Brand Partner suggested promotional prices then available throughout the term of a promotion, each as listed on the Price Sheet. This Policy does not establish maximum advertised prices. No Dealer is obligated to publish a price for such products. This Policy applies to all publications and communications including, but not limited to, printed or electronic advertisements, sponsored links, websites operated by, affiliated with, and/or linked to, e-mail campaigns, blogs, catalogs, flyers, and mailers. Direct listing a price on any website accessible to the public above the “checkout” is considered an advertisement.

Xentris Wireless considers the following examples to be in violation of this Policy:

  • “Too low to print” or “Price too low to publish”
  • “See shopping cart for price” or “Add to cart for price” and presenting at the shopping cart discounted prices.
  • A website shopping cart showing a price lower than the Xentris Wireless Brand Partner published MAP price.
  • Advertising refurbished or demo products is not allowed.
  • References to discounts, including promotional discounts or coupons unless such discounts, coupons or rebates are authorized by Xentris Wireless and the affected Brand Partner
  • MSRP price strike-through or other alteration of the MAP.
  • If a price higher than MAP is shown with a strike-through without the proper MAP price displayed.
  • A mouse-over or hover box revealing a price other than MAP price or leading legend.


Xentris Wireless considers the following examples to be in compliance with this Policy, even though the price eventually communicated may be below the applicable MAP:

  • In-store merchandising such as POPs, point-of-sale signs, shelf-talkers, pricing tags, end-cap displays and window displays.
  • Advertising “Matching competition” or “Promises to beat any advertised price” or “We have the lowest prices.”
  • Legends directing the customer to “Call for price”.
  • Actual sales price on any “check-out page” of any Dealer’s website or related Internet site (typically the page at which the end user finally purchases the product).
  • Prices negotiated between the Dealer and a unique customer.
  • Prices on a private website that shows negotiated pricing between the Dealer and a specific customer, where customer access to the site is granted after registering with complete contact information including legal address in the US and personal data; this information must be verifiable.


Violations:

1. Level 1 Violation: If a breach of this Policy is confirmed, Xentris Wireless will communicate with the breaching Dealer, and that Dealer, as applicable, will have 48 hours to resolve the violation. Shipments of the affected Xentris Wireless Brand Partner products to such Dealer will be suspended immediately until the violation is resolved.

2. Level 2 Violation: If the violation is not resolved within 48 hours after Xentris Wireless notifies the Dealer, as applicable, shipments of product to such Dealer will be put on hold indefinitely.

Each Dealer will be deemed to have received this notice on the date of acceptance of the Xentris Wireless Terms and Conditions. This MAP policy is posted and updated from time to time on the Xentris Wireless website at www.xentriswireless.com


Anti-Diversion, and Internet Sales Terms & Conditions


Anti-Diversion:

Each authorized Dealer understands that Xentris Wireless and its Brand Partners intends to hold such Dealer liable for all legal liability such Dealer may owe to Xentris Wireless and its Brand Partners for damages caused to Xentris Wireless and its Brand Partners due to product diversion resulting from the sale of products to such Dealer. It is Xentris Wireless’s policy that no products shall be sold by any customer of any Dealer to any person or entity that has a history of or intention to resell products, whether by retail, mail, Internet, swap meet, flea market, or other commercial means or in violation of U.S. laws, rules or regulations, including U.S. Export Administration Regulations (the “Anti-Diversion Policy”). Each authorized Dealer shall not sell any products to any person or entity that such Dealer, as applicable, might reasonably believe has the intention of reselling the goods, exporting them from the territory for which such Dealer is authorized, or otherwise acting in violation of the Anti-Diversion Policy. Each Dealer shall institute reasonable and appropriate procedures and security measures, which Xentris Wireless may review periodically, to prevent diversion of products and fulfill its obligations set forth in this paragraph. Each Dealer shall make reasonable efforts to identify violations or potential violations of the Anti-Diversion Policy. Each Dealer shall make reasonable efforts to educate the customers to which it sells products regarding the Anti-Diversion Policy. Each Dealer agrees to ensure that customers to which it sells products do not directly or indirectly advertise or solicit sales or sell products via mail or the Internet, without Xentris Wireless’s prior written approval (and signed by an authorized representative of Xentris Wireless). In addition, if such Dealer has obtained written approval from Xentris Wireless that its customer can sell products on its own individual website, such Dealer, as applicable, shall ensure that such customer structures its fulfillment system in such a manner that no more than 10 products are sold to the same customer, to the same address, or charged to the same credit card in a 90 day period without Xentris Wireless’s prior written consent. Each Dealer agrees to compensate Xentris Wireless and its Brand Partners for reasonable damages for any violation of this paragraph and to also reimburse Xentris Wireless and its Brand Partners for the repurchase of products by Xentris Wireless and its Brand Partners from any other entity to which or through which such Dealer or their respective customers have diverted products in violation of the Anti-Diversion Policy.

Internet Sales:

If a Dealer wishes to sell products on its website, Xentris Wireless must first approve such sale in writing. Such website shall exist as a freestanding, independent entity, separate from outside framed sites and shopping networks. A Distributor or Dealer may not offer or sell products on any other website or on affiliate website without the prior written consent of Xentris Wireless. Xentris Wireless shall have the right, in its sole discretion, to require Dealer to include information about new products which will ultimately be available on the Dealer’s website, even before such products are available for sale.

Updated Feb-2014 - Xentris Wireless

 

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