New Customer Form Business Name* Primary Contact or Buyer* Email* Phone*FaxType of Business* Wholesale Online Walk-in Retail Both Walk-in and Online Custom Install/Maintenance Shipping Address* Street Address Address Line 2 City State / Province / Region ZIP / Postal Code AfghanistanAlbaniaAlgeriaAmerican SamoaAndorraAngolaAnguillaAntarcticaAntigua and BarbudaArgentinaArmeniaArubaAustraliaAustriaAzerbaijanBahamasBahrainBangladeshBarbadosBelarusBelgiumBelizeBeninBermudaBhutanBoliviaBonaire, Sint Eustatius and SabaBosnia and HerzegovinaBotswanaBouvet IslandBrazilBritish Indian Ocean TerritoryBrunei DarussalamBulgariaBurkina FasoBurundiCabo VerdeCambodiaCameroonCanadaCayman IslandsCentral African RepublicChadChileChinaChristmas IslandCocos IslandsColombiaComorosCongoCongo, Democratic Republic of theCook IslandsCosta RicaCroatiaCubaCuraçaoCyprusCzechiaCôte d'IvoireDenmarkDjiboutiDominicaDominican RepublicEcuadorEgyptEl SalvadorEquatorial GuineaEritreaEstoniaEswatiniEthiopiaFalkland IslandsFaroe IslandsFijiFinlandFranceFrench GuianaFrench PolynesiaFrench Southern TerritoriesGabonGambiaGeorgiaGermanyGhanaGibraltarGreeceGreenlandGrenadaGuadeloupeGuamGuatemalaGuernseyGuineaGuinea-BissauGuyanaHaitiHeard Island and McDonald IslandsHoly SeeHondurasHong KongHungaryIcelandIndiaIndonesiaIranIraqIrelandIsle of ManIsraelItalyJamaicaJapanJerseyJordanKazakhstanKenyaKiribatiKorea, Democratic People's Republic ofKorea, Republic ofKuwaitKyrgyzstanLao People's Democratic RepublicLatviaLebanonLesothoLiberiaLibyaLiechtensteinLithuaniaLuxembourgMacaoMadagascarMalawiMalaysiaMaldivesMaliMaltaMarshall IslandsMartiniqueMauritaniaMauritiusMayotteMexicoMicronesiaMoldovaMonacoMongoliaMontenegroMontserratMoroccoMozambiqueMyanmarNamibiaNauruNepalNetherlandsNew CaledoniaNew ZealandNicaraguaNigerNigeriaNiueNorfolk IslandNorth MacedoniaNorthern Mariana IslandsNorwayOmanPakistanPalauPalestine, State ofPanamaPapua New GuineaParaguayPeruPhilippinesPitcairnPolandPortugalPuerto RicoQatarRomaniaRussian FederationRwandaRéunionSaint BarthélemySaint Helena, Ascension and Tristan da CunhaSaint Kitts and NevisSaint LuciaSaint MartinSaint Pierre and MiquelonSaint Vincent and the GrenadinesSamoaSan MarinoSao Tome and PrincipeSaudi ArabiaSenegalSerbiaSeychellesSierra LeoneSingaporeSint MaartenSlovakiaSloveniaSolomon IslandsSomaliaSouth AfricaSouth Georgia and the South Sandwich IslandsSouth SudanSpainSri LankaSudanSurinameSvalbard and Jan MayenSwedenSwitzerlandSyria Arab RepublicTaiwanTajikistanTanzania, the United Republic ofThailandTimor-LesteTogoTokelauTongaTrinidad and TobagoTunisiaTurkmenistanTurks and Caicos IslandsTuvaluTürkiyeUS Minor Outlying IslandsUgandaUkraineUnited Arab EmiratesUnited KingdomUnited StatesUruguayUzbekistanVanuatuVenezuelaViet NamVirgin Islands, BritishVirgin Islands, U.S.Wallis and FutunaWestern SaharaYemenZambiaZimbabweÅland Islands Country Billing address is same as shipping Billing Address* Street Address Address Line 2 City State / Province / Region ZIP / Postal Code AfghanistanAlbaniaAlgeriaAmerican SamoaAndorraAngolaAnguillaAntarcticaAntigua and BarbudaArgentinaArmeniaArubaAustraliaAustriaAzerbaijanBahamasBahrainBangladeshBarbadosBelarusBelgiumBelizeBeninBermudaBhutanBoliviaBonaire, Sint Eustatius and SabaBosnia and HerzegovinaBotswanaBouvet IslandBrazilBritish Indian Ocean TerritoryBrunei DarussalamBulgariaBurkina FasoBurundiCabo VerdeCambodiaCameroonCanadaCayman IslandsCentral African RepublicChadChileChinaChristmas IslandCocos IslandsColombiaComorosCongoCongo, Democratic Republic of theCook IslandsCosta RicaCroatiaCubaCuraçaoCyprusCzechiaCôte d'IvoireDenmarkDjiboutiDominicaDominican RepublicEcuadorEgyptEl SalvadorEquatorial GuineaEritreaEstoniaEswatiniEthiopiaFalkland IslandsFaroe IslandsFijiFinlandFranceFrench GuianaFrench PolynesiaFrench Southern TerritoriesGabonGambiaGeorgiaGermanyGhanaGibraltarGreeceGreenlandGrenadaGuadeloupeGuamGuatemalaGuernseyGuineaGuinea-BissauGuyanaHaitiHeard Island and McDonald IslandsHoly SeeHondurasHong KongHungaryIcelandIndiaIndonesiaIranIraqIrelandIsle of ManIsraelItalyJamaicaJapanJerseyJordanKazakhstanKenyaKiribatiKorea, Democratic People's Republic ofKorea, Republic ofKuwaitKyrgyzstanLao People's Democratic RepublicLatviaLebanonLesothoLiberiaLibyaLiechtensteinLithuaniaLuxembourgMacaoMadagascarMalawiMalaysiaMaldivesMaliMaltaMarshall IslandsMartiniqueMauritaniaMauritiusMayotteMexicoMicronesiaMoldovaMonacoMongoliaMontenegroMontserratMoroccoMozambiqueMyanmarNamibiaNauruNepalNetherlandsNew CaledoniaNew ZealandNicaraguaNigerNigeriaNiueNorfolk IslandNorth MacedoniaNorthern Mariana IslandsNorwayOmanPakistanPalauPalestine, State ofPanamaPapua New GuineaParaguayPeruPhilippinesPitcairnPolandPortugalPuerto RicoQatarRomaniaRussian FederationRwandaRéunionSaint BarthélemySaint Helena, Ascension and Tristan da CunhaSaint Kitts and NevisSaint LuciaSaint MartinSaint Pierre and MiquelonSaint Vincent and the GrenadinesSamoaSan MarinoSao Tome and PrincipeSaudi ArabiaSenegalSerbiaSeychellesSierra LeoneSingaporeSint MaartenSlovakiaSloveniaSolomon IslandsSomaliaSouth AfricaSouth Georgia and the South Sandwich IslandsSouth SudanSpainSri LankaSudanSurinameSvalbard and Jan MayenSwedenSwitzerlandSyria Arab RepublicTaiwanTajikistanTanzania, the United Republic ofThailandTimor-LesteTogoTokelauTongaTrinidad and TobagoTunisiaTurkmenistanTurks and Caicos IslandsTuvaluTürkiyeUS Minor Outlying IslandsUgandaUkraineUnited Arab EmiratesUnited KingdomUnited StatesUruguayUzbekistanVanuatuVenezuelaViet NamVirgin Islands, BritishVirgin Islands, U.S.Wallis and FutunaWestern SaharaYemenZambiaZimbabweÅland Islands Country If your business has nexus in the state of PA, please provide a copy of your PA retail sales tax license via email to [email protected] or fax it to (888) 500-2907.Unilateral Minimum Retail Price (MRP) Policy EcoTech Marine, LLC (“EcoTech”) implemented a Unilateral Minimum Retail Price (MRP) Policy and a Unilateral Minimum Advertised Price (MAP) Policy (the “Original Policies”) effective as of August 15, 2011. To accommodate certain changes to the Original Policies, an amended and restated version combining both of them has replaced the Original Policies effective as of March 15, 2013 (the “Replacement Date”), but the replacement policy will not be enforced until May 1, 2013 (the “Replacement Enforcement Date”). The replacement policy (this “Policy”) is set out below and is applicable to each EcoTech-authorized retailer (and to the Retail Operation, if any, as defined in the Authorized Distributor Agreement between EcoTech and each Authorized Distributor (individually, a “Distributor”) located in either or both of the United States of America and Canada receiving this Policy (individually, a “Retailer”) with respect to each of the EcoTech products for which a minimum resale price (“Minimum Resale Price” or “MRP” and, referring to either the singular or the plural or both, “MRP(s)”) is specified on the price list(s) or product list(s) provided or otherwise made available to such Retailer by EcoTech or otherwise communicated in writing or electronically by EcoTech to such Retailer (individually, a “Covered Product” and collectively, the “Covered Products”): Violations of this Policy Although each Retailer remains free to establish its own resale prices, EcoTech, without assuming any liability, will take one or more of the following actions immediately following verification by EcoTech to its satisfaction that such Retailer has violated this Policy by (a) offering (whether through advertising, promotion, proposal, quotation or otherwise and regardless of place or medium used), (b) selling (whether face-to-face, in-store, online, through a catalog or otherwise) or (c) otherwise providing (except in exchange for bona fide returns) one or more of the Covered Products during the Policy Period at a net adjusted price less than the corresponding MRP(s) established by EcoTech from time to time and communicated to such Retailer: For the first violation during a Policy Period: If such violation is due to: (i) an offer, such Retailer will remove or stop or cause to be removed or stopped the offending reference(s), text or conduct after receiving notice thereof from EcoTech: (A), in the case of a violation involving the Internet, no later than one (1) business day later, and (B), in all other cases, no later than three (3) business days later or by the conclusion of the time period otherwise specified by EcoTech or (ii) a sale or otherwise providing one of the Covered Products, EcoTech will provide notice of such violation to such Retailer. For the second violation during a Policy Period: If (i) the offending reference(s), text or conduct that caused the first violation is or are not so removed or stopped (if EcoTech determines that it or they can be) after receiving notice of such first violation from EcoTech or (ii) such Retailer violates this Policy a second time with the same item(s) of the Covered Products or violates this Policy with any other item(s) of the Covered Products, effective as of the date specified in notice from EcoTech to such Retailer and for the sixty (60) day period thereafter, the prices paid for EcoTech products will be ninety percent (90%) of the MRP for covered products. For the third violation during a Policy Period: If (i) the offending reference(s), text or conduct that caused the second violation is or are not so removed or stopped (if EcoTech determines that it or they can be) after receiving notice of such second violation from EcoTech (A), in the case of a violation involving the Internet, no later than one (1) business day later, and (B), in all other cases, no later than three (3) business days later or the conclusion of the time period otherwise specified by EcoTech or (ii) such Retailer violates this Policy a third time with the same item(s) of the Covered Products or violates this Policy with any other item(s) of the Covered Products, effective as of the date specified in notice from EcoTech to such Retailer and continuing for the next sixty (60) days, the authorization of such Retailer to purchase any or all of the EcoTech products designated by EcoTech is immediately revoked by EcoTech, so that all pending orders (even if accepted) will be cancelled and no new orders will be accepted from such Retailer for any or all of such products. For the fourth violation during a Policy Period: If (i) the offending reference(s), text or conduct that caused the third violation is or are not removed or stopped (if EcoTech determines that it or they can be) after receiving notice of such third violation from EcoTech (A), in the case of a violation involving the Internet, no later than one (1) business day later, and (B), in all other cases, no later than three (3) business days later or the conclusion of the time period otherwise specified by EcoTech or (ii) such Retailer violates this Policy a fourth time with the same item(s) of the Covered Products or violates this Policy with any other item(s) of the Covered Products, effective as of the date specified in notice from EcoTech to such Retailer and continuing until EcoTech provides notice to such Retailer otherwise, if ever, the authorization of such Retailer to purchase any or all of the EcoTech products designated by EcoTech is immediately revoked by EcoTech, so that all pending orders (even if accepted) will be cancelled and no new orders will be accepted from such Retailer for any or all of such products. Each violation of this Policy is cumulative. The consequences of each subsequent violation take effect regardless whether the consequences for the prior violation(s) are still running. The same act(s) or failure(s) to act may result in multiple violations. In the case of a Retailer that purchases through one or more distributors, this Policy will be enforced through a Do-Not-Sell List or the equivalent issued to each such distributor. Certain Definitions For purposes of this Policy: (a) a “Policy Period” with respect to a Retailer consists of the time period beginning on the Replacement Enforcement Date and ending on the day preceding the fifth (5th) anniversary thereof and, thereafter, each successive five (5) year period until this Policy is discontinued, rescinded or terminated effective on the date described in a future written or electronic notice to such Retailer from EcoTech; and (b) “net adjusted price” means the lower of the price at which a Covered Product is offered by or on behalf of a Retailer to a customer (potential or actual) or that actually paid to or for the benefit of a Retailer for a Covered Product by such customer after (i) applying all discounts and similar price reductions, (ii) excluding certain taxes and shipment charges and (iii) giving effect to the value of free or reduced-price bundles. Specifically, net adjusted price will be calculated by: taking into account all discounts, deductions, rebates and allowances offered, otherwise made available or given to such customer (regardless of source, whether given or taken at the time of sale or otherwise and considered by EcoTech to be part of such offer or sale); except that an offer or sale using or applying a rebate, coupon or the equivalent (as determined by EcoTech) will not be considered part of net adjusted price if such rebate, coupon or the equivalent is provided by EcoTech (A) directly to such customer or (B) to such Retailer for provision to and use by such customer); excluding, if to be paid or paid by such customer, all applicable taxes and all shipping, delivery and insurance charges (However, if such Retailer offers to pay or pays any or all of such taxes and such charges that otherwise would be paid by such customer, the amount paid by such Retailer will be considered a discount, except as otherwise provided in this Policy.); subtracting, in the case of free goods, services and similar benefits for such customer provided or made available by such Retailer, the fair market value (as determined by EcoTech) of all such goods, services and benefits (regardless of source, whether given or taken at the time of sale or otherwise and considered by EcoTech to be part of such offer or sale); and subtracting, in the case of reduced-price goods and services and similar benefits for such customer provided or made available by such Retailer, the difference between: (A) the fair market value (as determined by EcoTech) of all such goods, services and benefits (regardless of source, whether given or taken at the time of sale or otherwise and considered by EcoTech to be part of such offer or sale) and (B) the amount to be paid or actually paid for such goods, services and benefits. Examples of things that will be closely examined include without limitation: (a) rebate checks, (b) free gift cards, (c) extended warranties and (d) free or discounted items. From time to time, EcoTech may communicate to a Retailer in writing or electronically what it considers to be the fair market value for particular goods or services. Minimum Resale Price EcoTech, at anytime, may vary the Minimum Resale Price for a Covered Product or add to or delete any or all of the Covered Products, which may, among other things, be based on whether such product is offered or sold under or subject to one or more select EcoTech programs or any other EcoTech policy or in any other situation announced by EcoTech from time to time. EcoTech will endeavor to provide prior notice of each new MRP or such change in the Covered Products, generally not less than five (5) days in advance. While EcoTech will communicate each MRP and such change through the price list(s) or product list(s) provided or made available to each Retailer electronically or otherwise, such Retailer is responsible for making sure that it is aware of the appropriate MRP(s) and the Covered Products in each circumstance. Free or Reduced-Price Shipping Not Considered Discount Notwithstanding anything to the contrary in this Policy, free or reduced-price shipping (including without limitation drop shipping by a Distributor on behalf of a Retailer) may be offered or provided by a Retailer without it being considered to be a discount when offered or provided in connection with a purchase that includes at least one of the Covered Products, as long as the value thereof is reasonable (as determined by EcoTech). Additional Restrictions Use by a Retailer (directly or through another party on behalf or for the benefit of such Retailer) of any or all of the following terms, descriptions, conditions or offers (or the substantive equivalent of any or all of them as determined by EcoTech) in connection (directly or indirectly) with the offering or sale of any or all of the Covered Products will be deemed to be a violation of this Policy with the same effect as advertising, promoting, offering, selling or otherwise providing each of the Covered Products in connection with such use at less than its Minimum Resale Price: the “lowest price” or the “lowest prices”; except as otherwise permitted by this Policy, offering to match or matching a lower price offered by another seller or exceeding the discount implicit in such lower price; knowingly or negligently directly or indirectly advertising, promoting or selling any or all items of the Covered Products (or, if so designated by EcoTech, just one or more particular items of the Covered Products) through (a) an online auction site (like eBay), (b) an online marketplace (such as that operated by Amazon or any of its affiliate(s)) or (c) an online site which is not or is no longer approved by EcoTech (but such Retailer may advertise, offer and sell such products on its own (non-auction) website, as long as such Retailer (i) has not received notice disapproving such site from EcoTech and (ii) otherwise complies with this Policy and all agreements between EcoTech and such Retailer); if a price for a Covered Product is shown in Internet advertising or promotion or as part of an Internet sale permitted by this Policy, such price varies with respect to such product (exclusive of applicable taxes and all shipping, delivery and insurance charges) across any or all of: (a) the initial webpage depicting or describing such product, (b) the in-the-cart (or other container) price, (c) the checkout price and (d) the substantive equivalent of any or all of them as determined by EcoTech; for Internet advertising permitted by this Policy: (a) the failure to show the price for a Covered Product on the initial webpage depicting or describing such product or (b), if such price is shown, it varies from any or all of the in-the-cart (or other container) price, the checkout price and the substantive equivalent of either or both as determined by EcoTech; (a) the failure to expressly exclude any and all of the Covered Products (using a disclaimer provided by EcoTech or, if not so provided, a disclaimer acceptable to EcoTech) from an offer or use of a coupon, discount or rebate that applies to all or many of the products offered by such Retailer or in a category of products offered by such Retailer relevant to the Covered Products (such as lighting systems or pumps) or (b) the mention, use or depiction of any or all of the Covered Products in an offer for such coupon, discount or rebate, except for such disclaimer; an invitation to click, call, e-mail, visit a store or otherwise communicate to obtain a price; the promotion or sale to group purchasers, except at price(s) no less than each applicable MRP; any form of low-price guarantee; advertising or promoting a trade-in offer for any EcoTech product(s) or any other product(s) in connection with or applicable to any or all Covered Products, regardless whether a specific trade-in price or value is advertised or promoted; and except as otherwise directed by this Policy, on any or all proposals, quotations, contracts, invoices and receipts provided to or prepared for the benefit of any or all of such Retailer’s potential and actual customers in connection with the offer or sale of any or all of the Covered Products (individually and collectively, “Customer Communications”), the failure of such Retailer to itemize the price charged for each of the products and services shown or referred to on such Customer Communications, regardless whether such Customer Communications contain(s) any reference to any or all of the Covered Products. offering a discount, coupon or rebate applicable to any or all of the Covered Products in return for a Facebook “Like”; The Exemptions As long as a Retailer does not otherwise violate this Policy, such Retailer offering or selling to a potential or actual customer one or more of the Covered Products after the Replacement Enforcement Date below its or their respective MRP(s) is exempt from this Policy and will not violate it, if such offering or selling is consistent with an exemption described in this Policy (individually, an “Exemption” and collectively, the “Exemptions”). The Exemptions are as follows and apply to offering or selling which is part of a potential or actual sale by such Retailer: bona fide advertising and promotional materials (including without limitation printed catalogs) that cannot reasonably be modified prior to the effective date of a change in the MRP(s), the Covered Products or this Policy (such exemption is effective until such time that it is reasonable to revise such materials (as determined by EcoTech) to be consistent with this Policy); each bona fide written contract between such Retailer and a customer that became effective no later than the day before such change in the MRP(s), the Covered Products or this Policy is announced by EcoTech; the offer or sale of one or more of the Covered Products based on a bona fide proposal or quotation given prior to the effective date of such change in the MRP(s), the Covered Products or this Policy and consistent with this Policy at the time it was given, but such MRP(s), the Covered Products or this Policy has or have since been changed; provided that such proposal or quotation was accepted by a customer in writing no later than five (5) days after such effective date and each of the Covered Products subject to such accepted proposal or quotation will be delivered to such customer no later than ten (10) days after such effective date; the offer or sale under one or more special programs (if any) designated by EcoTech; the accrual of “points” or other things of value (“Loyalty Points”) in connection with the purchase of any or all EcoTech products and the application of Loyalty Points, even if such application results in price(s) for any or all of the Covered Products below its or their respective MRP(s), as long as: (a) Loyalty Points may be applied to all or most of the products offered by such Retailer; (b) the Loyalty Points accumulation rate for the purchase of EcoTech products is no more than one percent (1%) of the actual purchase price paid by retail customers; (c) in the event that such Retailer offers an accumulation rate greater than one percent (1%) of such price, such Retailer expressly excludes any and all EcoTech products (using a disclaimer provided by EcoTech or, if not so provided, a disclaimer acceptable to EcoTech) from such offer; and (d) none of the statements or materials promoting Loyalty Points mentions, depicts or otherwise refers to any or all EcoTech products, except for such disclaimer; the offer or sale to an employee of such Retailer for his or her personal use (and not for resale), provided that such sale is reasonable (as determined by EcoTech). If such Retailer otherwise violates this Policy or EcoTech determines that such Retailer does not qualify for or abused any or all of the Exemptions, such exemptions will be deemed withdrawn by EcoTech retroactive to the Replacement Enforcement Date or such other date specified by EcoTech. Except in extraordinary circumstances, EcoTech will not consider any requests for other exemptions. Additional Policy Terms and Conditions Effective as of the Replacement Date, this Policy supersedes and cancels each other policy from EcoTech, if any, regarding minimum advertised prices and resale prices or either thereof, including with limitation the Original Policies. For any reason(s) deemed appropriate by EcoTech (including without limitation based the request of a Retailer for EcoTech to consider such things as, but not necessarily restricted to, limited-time promotional offers for an event in which such Retailer is participating or otherwise), but, in no event other than as EcoTech’s unilateral decision, this Policy may be modified, extended, waived, suspended, discontinued or rescinded in whole or part by EcoTech in writing at any time (including without limitation during any EcoTech-designated promotional period(s)), with such action(s) effective immediately or as otherwise described by EcoTech. If EcoTech negotiates a price with a customer that is less than the MRP(s) and offers a Retailer the opportunity to fulfill one or more orders at such price, acceptance by such Retailer of such opportunity will not constitute a violation of this Policy. Regardless whether expressly indicated in this Policy, each notice referred to herein: (a) may, as determined by EcoTech, be given in writing or electronically (including without limitation posting on a website) and (b) will be considered to be received as designated by EcoTech. The Explanation (which also may be referred to as “Frequently Asked Questions,” “FAQs” or the equivalent as determined by EcoTech), if any, accompanying this Policy is intended to help answer questions in connection with it, but is not part of this Policy. In the event of any disagreement over the interpretation or enforcement of this Policy, the view of EcoTech view will control. EcoTech will not discuss any conditions of acceptance related to this Policy. In addition, EcoTech 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 Retailer and EcoTech or such Retailer and the distributor(s) from which such Retailer obtains any or all of the Covered Products, nothing therein shall constitute an agreement by such Retailer to comply with this Policy, as, among other things, this Policy is not and should not be construed to be one of the EcoTech Policies as such term is or may be used in any or all of such agreements. Questions, Additional Information or Information Regarding Potential Violations All questions or requests for additional information regarding this Policy or information regarding potential violations of this Policy (which must be in writing) are to be addressed to the following person (the “Policy Administrator”): Policy Administrator EcoTech Marine, LLC 999 Postal Road, Suite 100 Allentown, PA 18109 [email protected] Only the Policy Administrator or the Policy Administrator’s designated representative(s) is or are authorized by EcoTech to answer questions regarding this Policy, to comment on this Policy or to accept information regarding potential violations. 040113/2807124/3 Policy FAQs April 1st 2013 This FAQ is designed to assist in the interpretation of the EcoTech’s MRP policy legal document that follows this FAQ. In the event of any ambiguity or conflicting information the legal documents takes precedence. Q: Why has EcoTech adopted the MRP Policy? A: In an effort to protect the long-term interest of not only EcoTech, but also all of our dealers, distributors and customers, we have unilaterally adopted a Minimum Retail Price Policy for selected products. This policy is designed to help ensure the preservation of EcoTech’s patented technology and quality and to properly establish the brand and reputation of the covered products in the appropriate market segment. With EcoTech consistently introducing new products to the market, the pricing of new products play a critical role in properly establishing the image and reputation of the products in the appropriate market segment. EcoTech’s MRP Policy is designed to ensure that the pricing of covered EcoTech products will properly highlight the features, benefits, quality and value of the products. Q: What does “unilateral” mean and why is it important? A: Unilateral means one-sided, independent or alone. In the context of EcoTech’s MRP Policy, this means that there is no agreement or joint decision between a Vendor and EcoTech to resell at any price. Each Vendor must independently and unilaterally set its own pricing. To avoid any implication that EcoTech is agreeing with a Vendor on pricing, and for the protection of EcoTech and our Vendors, there shall be no discussion or negotiation between EcoTech and the Vendor regarding pricing or compliance with the MRP Policy. In addition, there shall be no discussion between EcoTech representatives and a Vendor concerning pricing by another Vendor or another Vendor’s compliance with the MRP Policy. This is a company-wide policy. No EcoTech employee is authorized or permitted to request, demand, or accept any assurance of compliance from any Vendor with regard to the MRP Policy. No sales representative or other EcoTech employee or agent is authorized or permitted to interpret or discuss the EcoTech MRP Policy with any Vendor. Q: What does the MRP Policy actually mean? A: The MRP Policy establishes the minimum retail price (MRP) for the retail sales of covered products (“MRP Products”). It is a violation of EcoTech’s unilateral MRP Policy for any Vendor or other reseller to advertise, offer for sale, or sell any MRP Product at a net retail sales price less than the MRP. For purposes of determining whether or not a reseller has complied with this Policy, the value of any “free” or “discounted” product, coupon or other item sold or given by the Vendor with the MRP Product in question will be deducted when calculating the net retail sales price at which the MRP Product has been advertised, offered or sold. Q: What if a Vendor chooses not to comply with the MRP Policy in its pricing? A: Each Vendor is free to independently decide whether or not to follow the MRP Policy. EcoTech does not ask for, nor will it accept, any assurance of compliance or agreement from any Vendor regarding the MRP Policy. Q: To whom does the MRP Policy apply? A: The MRP Policy applies to every Vendor, i.e. to every EcoTech Authorized Dealer, Authorized Distributor and Authorized Reseller. Q: Which products are affected by the MRP Policy and where can a Vendor find the list of covered products? A: The MRP Policy applies to selected products for which a Minimum Retail Price is specified on the current EcoTech Dealer Price Catalog or in a separate written communication from EcoTech to Vendors. Additional products may be included at a later date as specified in writing by EcoTech from time to time. The list of MRP Products may be modified at any time by EcoTech. Q: Will EcoTech ever change which products are subject to the MRP Policy or the minimum retail prices for those products? A: Possibly. EcoTech reserves the right to change which products are subject to its MRP Policy and/or change the effective minimum retail price. Written notice of any such change(s) will be provided. Q: Does the MRP Policy apply to discontinued products, closeouts, demonstration, or other used merchandise? A: No. Q: What happens if Vendor’s retail price is lower than the applicable MRP? A: Each Vendor or reseller of EcoTech’s MRP Products is free to independently decide whether or not to follow EcoTech’s MRP Policy. However, although Vendors remain free to establish their own retail prices at their discretion, EcoTech will, without assuming any liability, take action as is specified in the policy document. In the case of a MRP violation by a reseller who purchases from a Vendor, EcoTech will likewise take action as is specified in the policy document. EcoTech will unilaterally make all determinations relating to a violation of the MRP Policy in its sole discretion. There will be no warnings, threats, discussions or appeals. Q: What constitutes a violation of the MRP Policy? A: Any discounting or other promotions resulting in the sale of an MRP Product below the MRP Price, including, without limitation, advertising, offering or providing coupons, rebates, free accessories, or payment of sales tax for the customer. Q: How will EcoTech notify the Vendor that the Vendor has violated the MRP Policy? A: EcoTech will provide written notification of the violation to the Vendor. There will be no warnings, threats, or appeals. Q: Are there any exceptions to the MRP Policy? A: No. Q: What if the Vendor inadvertently uses an outdated MRP price list in establishing its retail price and the retail price amounts to an MRP violation? A: It is the Vendor’s responsibility to adhere to current MRP Policy and price lists. Q: What if the Vendor has quoted a customer using a previously valid but now outdated MRP price list and the MAP/MRP has changed? A: As long as the customer accepted the quotation in writing before the price list change, the old pricing can be honored. Q: What if the Vendor’s employee or media supplier makes a mistake which results in a violation? A: It is the Vendor’s responsibility to monitor its own retail sales. EcoTech may at its sole discretion conduct an individual investigation to determine whether any mitigating circumstances indicate that the violation was unintentional. Q: What happens if only one retail location of a chain Vendor violates the MRP Policy? A: EcoTech’s determination that a sale by one retail location or outlet violates the MRP Policy will be applied to the entire chain. Q: May the Vendor appeal EcoTech’s decision regarding a violation? A: No. EcoTech’s decisions will not be appealable or negotiable. EcoTech must maintain a wholly unilateral policy and therefore cannot entertain appeals or discussions. For this reason, no employee of EcoTech is authorized to discuss such matters with any Vendor. Q: What if a Vendor has documented evidence of a violation by another Vendor? A: EcoTech assumes sole responsibility for enforcing the MRP Policy, and does not solicit or seek from other Vendors any information about another Vendor’s compliance or noncompliance. EcoTech’s sales representatives are not authorized to accept information from one Vendor relating to an alleged violation by another Vendor. In the event a Vendor submits such information in writing to EcoTech, EcoTech will not discuss the alleged violation with that Vendor or otherwise report to that Vendor any action taken or not taken as a result of its report. Q: What role will EcoTech sales representatives play in administering the MRP Policy? A: None, other than possibly communicating when EcoTech has determined that a violation has occurred. No EcoTech representative or EcoTech employee is authorized to confirm compliance with the MRP Policy. The Vendor is solely responsible for its compliance with the MRP Policy. Any statements to the contrary by any EcoTech sales representative or EcoTech employee are expressly unauthorized and disclaimed by EcoTech. Q: What happens if EcoTech employees are found to be improperly discussing any aspect of the MRP Policy with a Vendor or otherwise acting beyond their scope of authority with regard to the MRP Policy? A: The EcoTech employees will be subject to discipline, which may include dismissal. EcoTech employees may only provide Vendors with copies of the MRP Policy and these accompanying Questions and Answers or other communications directly approved by EcoTech’s Legal Department. No other discussion or actions by them are permitted. Q: What happens if a Vendor insists on discussing or negotiating some aspect of the MRP Policy despite the restrictions? A: EcoTech may view such activities as a violation of the MRP Policy and may take the same action as could be taken for such a violation. Q: How does EcoTech’s MRP policy relate to and/or interact with EcoTech’s Unilateral Minimum Advertised Price (MAP) Policy? A: This MRP Policy is different than EcoTech’s separate MAP (Minimum Advertised Price) Policy. Each policy is designed to complement the other because they address different issues and actions. See applicable Questions and Answers regarding EcoTech’s MAP Policy for further information. Q: What is the policy’s position on customer loyalty programs with respect to the MAP/MRP? A: Customer loyalty programs are permissible as long as an accrual rate of no more that 1% is allowed on “MRP Covered Products”. Any accrual rate in excess of 1%, in any circumstance will be viewed as a discount and a violation of the policy. Q: How does EcoTech’s MAP policy deal with site-wide or product category-wide accumulation rates of loyalty points on “MRP products” that are for more than 1% of dollar value. A: Any accumulation rate of loyalty points at a rate beyond 1% of order value are not allowed and will be considered a violation of the MRP policy. A site-wide or product category-wide accumulation rate of customer loyalty rate can still be run as long as EcoTech Covered products are specifically excluded in writing in any and all advertisements. Not directly stating in the advertisements the exclusion is a violation of the policy. Q: Can I sell my products on Amazon, eBay, Woot, or other online marketplaces? A: Selling any EcoTech product on these websites will be a violation of the EcoTech Marine Sales Policy, not the MRP policy. Regardless, it is still a policy violation. Q: Is the use of loyalty points on EcoTech covered products a violation of the MRP policy? A: No, use of customer loyalty points on EcoTech covered MRP products is not a violation of the EcoTech MRP policy. Q: What if a retailer’s list price or EcoTech’s MSRP is higher than the MRP price of a “MRP product”, can it be discounted? A: Yes, a “MRP Product” may be promoted, put on sale etc. as long as the end price as per the MAP MRP policy is not lower than the MRP price. PLEASE REMEMBER: ECOTECH EMPLOYEES ARE NOT AUTHORIZED OR PERMITTEDTODISCUSS OR ANSWER QUESTIONS ABOUT THE MRP POLICY OR ITS IMPLEMENTATION. Please confirm:* I have read and understand the MRP policy EcoTech Intellectual Property PolicyEcoTech Marine, Radion, Vortech, Ecosmart, Elements and associated logos are registered trademarks protected under the intellectual property laws of the United States. EcoTech Marine’s website, packaging, instructions, and all content relating to its products are protected under United States copyright laws. The rights granted to you as an authorized dealer include only those rights granted under this section and those rights granted under the fair use exemption under the intellectual property laws of the United States. You are not granted any license to the preceding intellectual property. You may copy product content and videos for use on your website for resale only. You are prohibited from establishing a website that utilizes a url with any of EcoTech Marine’s registered trademarks or from establishing a separate website solely for the sale of EcoTech Marine products. If you violate any of the preceding provisions your account will be suspended for a minimum of ninety (90) days. If you violate any of the preceding provisions a second time you will receive a permanent account ban and will also be subject to all legal and equitable remedies available to us at equity or law, including, but not limited to, an action for trademark or copyright infringement. 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