Effective September 1, 2021, Fanvil Technology Co., Ltd. 's ("Fanvil") Minimum Advertised Price ("MAP")
Policy is revised to read as follows:
The MAP Policy is designed to (1) support the Fanvil Brand as premium offerings, (2) avoid channel conflict and (3) protect the margins and provisions that enable our distribution and sales partners to provide desirable pre-sales and post-sales support consistent with our brand values. To better achieve our mutual business objectives and enhance the value of our Brand, Fanvil modifies and restates its MAP Policy as outlined below.
2. Application of Policy
2.1. This unilateral MAP Policy applies uniformly to Fanvil Customers, as defined below;
(a) The following definitions apply to all Fanvil Customers that sell Fanvil's MAP products:
"Distributors" means businesses that purchase Fanvil's products for resale.
"Internet Resellers" means businesses that purchase Fanvil's products (1) for resale to end users (2) for marketing and resale on third party websites, including auction and marketplace sites.
(b) The following additional definitions apply to Fanvil customers that purchase Fanvil's MAP products;
"Direct Customers" means businesses that purchase Fanvil's MAP Products directly from Fanvil, and resell those products to either (i) end users; or (ii) businesses which resell the products.
"Indirect Customers" means businesses that purchase Fanvil's MAP Products from a business other than Fanvil, and resell those products to either (i) end users; or (ii) businesses, which resell the products.
(c) "Customers" means Distributors, Internet Resellers, Direct Customers, and Indirect Customers.
As a Fanvil Customer and reseller of Fanvil branded products, this Policy applies to you regardless of whether you have signed an agreement directly with Fanvil Communications.
2.2. This MAP Policy applies to the various Fanvil product lines which are listed in the following Appendices attached hereto:
A.Business SIP Products: Fanvil SIP Corded Desk phones, Cordless Phones, Intercom, Broadcast and Security Access solutions.
2.3 This MAP Policy applies to the following types of Advertisements and MAP Media:
The following forms of advertising media ("MAP Media") are covered by this MAP Policy, and references in this MAP Policy to "advertising," "advertisement," etc., relate to advertisements of MAP products in any form, in following MAP Media: magazines, newspapers, catalogues, circulars or flyers distributed to the general public, radio, television, coupons, mailers, newsletters, publics signs/ outdoor billboards, coupons, websites/ banner and search ads, internet and electronic forums including: email, on-line portals, e-shopping networks, social media sites, mobile platform ads, RSS feeds, blogs, texts.
Fanvil reserves the right to modify the list of MAP Media and will provide notice to Customers. Fanvil will specify the MAP Products covered by this Policy, in communications "Product Price List" given to Customers.
3. Enforcement by Fanvil; Rights of Customers
In order to comply with the MAP Policy, a Customer's advertised prices for a MAP Product advertised in MAP Media must be no less than the MAP specified by Fanvil, as set forth in the Product Price List.
Customers who purchase Fanvil's MAP Products are free to set resale prices at any level they desire, and advertise and sell those products at whatever price they deem appropriate. If a Customer, however, fails to comply with the MAP Policy as to any MAP Product, Fanvil may enforce the remedies set forth in each of the respective Appendices.
4. Other Terms:
4.1 To establish compliance with this MAP policy, Fanvil may review Customers' advertisements from time to time, and may retain other companies to conduct such reviews, without notice to Customers. Fanvil will administer the MAP policy as the sole arbiter of any interpretations of the policy, and Fanvil's decisions will be final. Customers may seek clarification from Fanvil, but may not appeal any decision by Fanvil, with respect to either the MAP policy or advertising cost reimbursements related thereto.
4.2 In addition to this limitation on advertised pricing, this Policy also applies to any activity which Fanvil determines, in its sole discretion, is designed or intended to circumvent the intent of this Policy, such as solicitations for 'group purchases' and the like.
4.3 Internet-based sales only:
(a) It is a violation of this MAP policy if a Customer uses website features, such as "click for price," automated "bounce-back" pricing e-mails, pre-formatted e-mail responses, forms, automatic price displays for any items to advertise a MAP Product at less than the MAP prior to final "Click to Order/Buy" process.
(b) Pricing information displayed for potential customers within a personal sign-in account with a customer site toward making a purchase during payment process are not considered advertisements for purposes of this policy.
4.4 An advertisement by a reseller of MAP Products that it has "the lowest prices" or will match or beat its competitors' prices, or the use by such reseller of similar phrases is not a violation of this Policy so long as the reseller does not include any advertised price below MAP and otherwise complies with this Policy. In addition, it is not a violation of this Policy to advertise that a customer may "call for price" or "email for price," or to use similar language, so long as no price lower than the MAP is advertised.
5. Treatment of Rebates, Gift Cards and Free Gifts
In the event Fanvil runs a price promotion applicable to a Customer on any of the Fanvil products covered by the MAP Policy, such customer may during the promotional period, reflect the promotional price displayed in MAP media for the timeframe the promotion is sponsored by Fanvil, provided all other guidelines of the sponsored promotion are followed.
Product, the advertised price after such rebate must be no less than MAP, in order to comply with the MAP Policy. It does not matter whether the net price is disclosed in the advertising or not. For example, in the case of a MAP Product with a $49.95 MAP, if the Customer advertises the Product at $54.95 together with a $5.00 rebate (i.e., a $49.95 advertised net price), the advertisement may indicate either (i) the $49.95 advertised net price or (ii) the $54.95 advertised price together with the $5.00 rebate, and will comply with the MAP Policy. If the Customer advertises the MAP Product at $49.95 with a $5.00 rebate (i.e., a $44.95 advertised net price), that would be a MAP violation.
(b) Fanvil rebates: If Fanvil on a MAP Product sponsors a rebate, and if the price advertised by the Customer on MAP Media, before giving effect to the Fanvil-sponsored rebate, is no less than the MAP, then there is no MAP Policy violation.
5.2 A Customer's advertised prices for a product will not violate the MAP Policy if (1) the Customer uses a pricing convention consistently across its entire line of similar products, and that pricing convention is the cause of the MAP violation; and (2) the Customer's advertised price is no more than $2.00 less than the recommended MAP for that product.
Example: If the Customer's pricing convention is that all its advertised prices, for products similar to the MAP product, will end in "$.37" (such as $38.37, $49.37, etc.), and if the recommended MAP for a product is $49.95, then that Customer may advertise the product at $48.37 without a MAP violation, but it would be a MAP violation if the Customer advertised the product at $47.37 (this is more than $2.00 below MAP) or at $49.30 (this is not priced according to the pricing convention).
5.3 Bundling or selling one or more MAP Products with or as part of a package that includes non-Fanvil products is a violation of this Policy, regardless of the advertised price. Bundling a MAP Product with another Fanvil product is a violation only if the bundled advertised price is less than the total of the MAP's of all the products in the bundle.
(a) If a SIP business product is bundled by a SIP service provider and sold as a together a bundled package, this will not be considered a MAP Policy under this policy.
5.4 If a single advertisement violates this MAP policy with respect to more than one MAP Product, Fanvil will enforce the foregoing remedies separately for each such Product.
5.5 If a Customer with multiple store locations violates this Policy at any particular store location, it shall be a violation with respect to all of the Customer’s locations.
5.6 In addition to the remedies outlined in the attached appendices, Fanvil, in its discretion, reserves the right to discontinue sales in whole or in part to any Customer which violates the MAP Policy.
6 Right to Modify, Amend or Cancel the MAP Policy
Fanvil reserves the right to modify, amend or cancel this Policy or any aspect of it (including temporarily suspending, in its discretion, MAPs for certain products), upon providing written notice to Customers.
7. Contact Information: All questions or comments regarding this Policy should be directed to:Sales@fanvil.com.
Fanvil may change its Policy administrator at any time. The policy administrator shall be responsible for determining whether a violation of the policy has occurred, communicating decisions to Customers regarding the policy, and receiving any communication regarding sanctions imposed under this policy.
To report a violation of this MAP policy, send all relevant information, including the MAP Product model number, the date of the violation, and a sample of the violation (a printout of the MAP media used) to: email@example.com .
THE POLICIES OUTLINED ABOVE ARE NOT INTENDED AS, NOR ARE THEY TO BE CONSTRUED AS, EITHER AN ATTEMPT BY FANVIL TO SET RESALE PRICES, OR AN AGREEMENT BETWEEN FANVIL AND ANY CUSTOMER WITH RESPECT TO RESALE PRICES. EACH CUSTOMER HAS THE RIGHT TO INDEPENDENTLY DETERMINE ITS OWN SPECIFIC SELLING PRICES FOR THE FANVIL PRODUCTS WHICH IT SELLS. NO FANVIL EMPLOYEE IS AUTHORIZED TO SUGGEST OTHERWISE.
Fanvil thanks its Customers for their participation and cooperation.
Fanvil Proprietary and Confidential – Please do not distribute outside your company.
Fanvil MAP Policy
SIP End-point Products
1. If a Customer fails to comply with the MAP Policy as to any MAP Product, Fanvil will enforce the following remedies:
1.1 If a Direct Customer fails to comply with the MAP Policy, Fanvil will allow the Customer two (2) business days to correct the violation. Upon any Customer’s failure to correct a first violation of this Policy, Fanvil will not supply that Customer (or any distributor who sells to a dealer whose advertising of the MAP Product violates this Policy) with any MAP Product involved in the violation, for a period of fourteen (14) –ninety (90) days. For a second violation, Fanvil will not supply the MAP Product(s) for a period of ninety-one (91) – one hundred eighty (180) days. For a third violation, Fanvil will not supply the MAP Product(s) for a period of one hundred eighty one (181) days up to termination of sales and distribution agreement.
1.2 If an Indirect Customer fails to comply with the MAP Policy, Fanvil will instruct that Partner’s Distributor (the Distributor which sold the affected Fanvil product to the Indirect Customer) to immediately notify the Indirect Customer that if it fails to cure such non-compliance within two (2) business days, that the Distributor cannot resell such product to that Indirect Customer, for the tiered periods as set forth in Section 1a above in this Appendix. If the Distributor fails to comply with these requirements (including without limitation its failure to refuse to sell to a breaching Indirect Customer), it will be a breach of this Policy by the Distributor, and Fanvil may exercise the remedies set forth in Section 1 above against such Distributor.
Fanvil also reserves the right to cancel all orders for which payment has not yet been received, and to refuse to accept any new orders, as a result of any violation of this MAP Policy, as determined by Fanvil in its sole discretion. Fanvil reserves the right, in its unilateral discretion, to take any other action with respect to any violation of this MAP Policy