LastObject is committed to providing customers with high-performance, ethical products and appreciates its network of authorized distributors and retailers (collectively, "Retailers").
LastObject has established this Minimum Advertised Pricing Policy ("MAP Policy") in order to protect the strength and competitiveness of the LastObject brand in the marketplace, promote the quality of LastObject products, preserve individual pricing decisions, and maintain a fair business environment for all of our Retailers.
1. Scope. This MAP Policy applies only to advertised prices and advertised discounts that occur outside of a Retailer's authorized sales locations in any form of print, electronic or broadcast media, such as flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, websites, television, radio, and public signage. This MAP Policy does not apply to in-store signage or displays within a Retailer's authorized sales locations where end consumers can buy and take immediate delivery of LastObject products.
2. Resale Prices. This MAP Policy does not apply to the price at which LastObject products are actually sold by Retailers online or at Retailers' authorized sales locations. Retailers are free to determine and set the resale prices of the LastObject products they sell to end consumers. Although LastObject will continue to suggest resale prices in the applicable product price list for LastObject
products (the "LastObject Price List"), LastObject does not require its Retailers to sell LastObject products to end consumers at any particular price.
3. Minimum Advertised Price. In accordance with this MAP Policy, Retailers may advertise LastObject products at or above the suggested resale prices set forth in the LastObject Price List ("Minimum Advertised Price"). LastObject reserves the right from time to time to alter or modify the Minimum Advertised Price for LastObject products and will provide Retailers with notice of any such change.
4. Maximum Advertised Discounts. From time to time, and in accordance with this MAP Policy, Retailers may advertise LastObject products at a discount of up to, but no more than, twenty percent (20%) off ("Maximum Advertised Discount"). All advertised discounts of LastObject products must be approved in advance by LastObject. If a Retailer wishes to advertise LastObject products at a discount, the Retailer must submit a request for an advertised discount to LastObject at least four (4) weeks in advance of the proposed promotion. Unless otherwise specified by LastObject, any approval by LastObject of a request for an advertised discount will be an approval for the Retailer to advertise LastObject products at an advertised discount up to the Maximum Advertised Discount.
5. Unilateral Policy. LastObject does not ask for, nor will it accept, any assurance of compliance or agreement from its Retailers regarding this MAP Policy, nor will LastObject discuss any conditions of acceptance related to this MAP Policy. This MAP Policy is non-negotiable and will not be altered, modified, or amended. No director, officer, employee, representative, or other agent of LastObject
is authorized to ask for or accept any assurance of compliance or agreement from Retailers, to discuss with Retailers any conditions of acceptance regarding this MAP Policy, or to modify or grant exceptions to this MAP Policy. Retailers will not impute any such unauthorized action onto LastObject and, in the event of any such unauthorized action, will promptly notify LastObject by sending an email to mappolicy@lastobject.com. Notwithstanding anything to the contrary which
may be expressed or implied in or by any agreement between LastObject and an applicable Retailer, nothing in any such agreement will constitute an agreement by the applicable Retailer to comply with this MAP Policy. LastObject is not seeking agreement from any Retailer to adhere to this MAP Policy. It is entirely within the discretion of each Retailer whether to comply or not to comply with this MAP Policy.
6. MAP Policy Violations. LastObject may monitor compliance with this MAP Policy, either directly or via the use of a third-party service provider. LastObject will be solely responsible for determining whether a violation of this MAP Policy has occurred and communicating any consequences to the applicable Retailer. If LastObject determines that a Retailer may have violated this MAP Policy, LastObject may, without assuming any liability and in its sole discretion, immediately cancel all orders and stop supplying LastObject products to the Retailer.
The following practices by a Retailer will constitute a violation of this MAP Policy:
(a) Bundling two or more LastObject products for an advertised price that is lower than the combined Minimum Advertised Price of each LastObject product included in the bundle.
(b) Bundling one or more LastObject products with one or more non-LastObject products for an advertised price that is lower than the combined price of the Minimum Advertised Price of each LastObject product included in the bundle and the full retail price of each non LastObject product in the bundle.
(c) Using language or graphic representations that imply, or from which an end consumer could infer, that an end consumer can click to see a price for a LastObject product, when the revealed price is less than the Minimum Advertised Price of the LastObject product. Such language includes statements such as "call for price," "see price in cart," "click to see price," "why we do not show a price?" or "add to cart for best price." An example of a graphic representation that implies that an end consumer can click to see a price includes the image of a price that is struck through.
The following practices will not constitute a violation of this MAP Policy:
(i) Bundling a LastObject product with any other LastObject product not listed in the LastObject Price List for an advertised price that is at least the Minimum Advertised Price for the LastObject product listed in the LastObject Price List.
(ii) Offering free shipping for LastObject products purchased by an end consumer.
(iii) Matching the price of any promotion pricing or bundles on LastObject products announced by LastObject.
7. Additional Terms and Conditions. This MAP Policy may be modified, extended, suspended, discontinued or rescinded, in whole or in part, by LastObject at any time. Any such action will be effective immediately or as otherwise described by LastObject. Interpretation or enforcement of this MAP Policy is not open for discussion or debate as LastObject's view will control. LastObject
will apply this MAP Policy in a non-discriminatory and even-handed manner. Any actions taken, or not taken, by LastObject will be and will remain its own independent decision.
8. Inquiries. Any questions regarding this MAP Policy should be directed to LastObject by contacting us via email at mappolicy@lastobject.com
GENERAL TERMS AND CONDITION
These Wholesale Account Terms and Conditions ("Terms and Conditions") apply to the purchase of LastObject products at wholesale prices and to the distribution and resale of LastObject products by our authorized distributors and retailers (each, a "Retailer" or "you").
By purchasing LastObject products at wholesale prices from LastObject or by distributing or reselling LastObject products to end consumers, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions or if you fail to comply with these Terms and Conditions, LastObject may, in our sole discretion and without assuming any liability, immediately cancel all of your outstanding orders (if any), terminate your LastObject wholesale account, and stop supplying LastObject products to you, in addition to all other remedies available to LastObject at law or in equity.
General Terms
• You will not act as a wholesale agent.
• You will not (a) appoint any sub distributors or (b) sell or transfer any LastObject products to any end consumer or other third party for the purpose of reselling, or that intends to resell, such LastObject products.
• You acknowledge that you have been informed of and understand LastObject's Minimum Advertised Pricing Policy ("MAP Policy"). Our MAP Policy applies to the advertisement of LastObject products by Retailers to end consumers in the United States. There is no agreement, express or implied, between you and LastObject with respect to the advertised or resale pricing of LastObject products or with respect to our MAP Policy.
• LastObject maintains a list of suggested resale prices for LastObject products ("LastObject Price List"), which may be found at www.LastObject.com. All prices set forth in the LastObject Price List are in U.S. dollars, and applicable taxes, duties, shipping and other charges, if any, are additional. Although LastObject maintains the LastObject Price List, LastObject does not require you to sell LastObject products to end consumers at any particular price. LastObject may at any time, in our sole discretion a without advanced notice to you, discontinue the production, sale or distribution of any LastObject products or change the LastObject products available for purchase under these Terms and Conditions.
• You will keep and maintain complete and accurate records of your inventory of LastObject products and your resale or other distribution of LastObject products. Upon LastObject's reasonable request, you will promptly provide LastObject with such records and with such
additional records, reports, forecasts and information regarding your activities related to these Terms and Conditions.
• You will conduct your business and activities in such a manner so as to promote a good image and good public relations for LastObject products and for LastObject. Without limiting the generality of the foregoing, you will not: (a) engage in any unfair or deceptive trade practice or any illegal conduct involving any LastObject products; (b) make any false, misleading or disparaging representations or statements with regard to any LastObject products or to LastObject; or (c) participate in any promotion, marketing or sale of any imitation of any LastObject products.
• You will comply with all applicable laws, rules and regulations in promoting, advertising, marketing and reselling LastObject products pursuant to, and in performing your obligations under, these Terms and Conditions.
• You may not assign these Terms and Conditions or any of your rights or obligations under these Terms and Conditions without the prior written consent of LastObject. Any attempted assignment in violation of the foregoing restriction is void.
• These Terms and Conditions are governed by and interpreted in accordance with the laws of the State of Deleware U.S.A., without regard to conflicts of law provisions.
Authorized Retail Channels
• Your promotion, advertising, marketing and resale of LastObject products is restricted to your authorized sales locations (e.g., your physical retail store location(s) and/or online store) that are approved by LastObject, in our sole discretion. You may not promote, advertise, market or resell any LastObject products through any channels other than through your authorized sales locations without express prior written authorization from LastObject.
• All new physical authorized sales locations are subject to all standard opening order terms. • All online promotions, advertising, marketing and reselling of LastObject products by you are limited to the promotion, advertising, marketing and reselling of such products through your online authorized sales locations.
• You may not promote, advertise, market or resell any LastObject products on any online marketplaces, including, but not limited to:
o Amazon
o eBay
o Jet.com
o Groupon
o Walmart.com
Intellectual Property
• You have no rights to use any logos, trademarks, service marks, trade names, trade dress, copyrighted material or other intellectual property rights or identifiers of LastObject (collectively, the "LastObject Marks"), except as expressly authorized in writing in advance by LastObject. LastObject reserves all of its rights in and to the LastObject Marks. You will not adopt
any logo, trademark, service mark, trade name, trade dress or other identifier that is the same or confusingly similar to any of the LastObject Marks.
• If LastObject expressly authorizes you in writing to use any LastObject Marks, you will comply with all policies, guidelines and instructions that may be established from time to time by LastObject regarding the use of the LastObject Marks and will display all LastObject Marks in accordance with such policies, guidelines and instructions.
• LastObject will provide you with all approved images and creative copy that you may use in connection with your promotion, advertising, marketing and resale of LastObject products on a quarterly basis, including for seasonal LastObject products.
• You may not use any images or creative copy you create in connection with your promotion, advertising, marketing or resale of LastObject products, without the express prior written approval of LastObject. If you would like to request approval for your use of images or creative copy you create in connection with your promotion, advertising, marketing or resale of LastObject products, you must send a written request that includes the images and creative copy.
Ordering and Payment Policy
• Every order submitted by you to LastObject for LastObject products must specify the quantity of each type of LastObject product ordered and a delivery location. All orders are subject to acceptance by LastObject, in whole or in part, either in writing or by shipping the LastObject products purchased under such order.
• Your order and purchase of LastObject products will be subject to, and governed by, these Terms and Conditions.
• The purchase price of any LastObject products purchased by you under these Terms and Conditions will be as determined by LastObject in the LastObject Price List. LastObject, in its sole discretion, may change the purchase price of any LastObject products from time to time and in our sole discretion, which change will be effective immediately upon the provision of an updated LastObject Price List to you; provided, that no such price change will apply to any order submitted by you prior to the date on which you are provided the updated LastObject Price List. All prices set forth in the LastObject Price List are in U.S. dollars and do not include any applicable taxes, duties, shipping or other charges, which are your responsibility.
• Unless your order qualifies for free shipping by LastObject pursuant to these Terms and Conditions, you are responsible for all shipping costs associated with your purchase of LastObject products under these Terms and Conditions. Title to purchased LastObject products is transferred to you upon pick up by the carrier, the point at which LastObject is deemed to have delivered. You are responsible for all risks of loss or damage to such LastObject products from pick up by the carrier to arrival at your delivery location as well as any claims against the carrier arising from or relating to the shipment.
• You must inspect all LastObject products delivered to you upon your receipt of the applicable shipment for damage or other issues. All LastObject products delivered to you will be deemed accepted within seven (7) days of your receipt of the applicable shipment unless you contact LastObject in writing of your intent to return any such products due to damaged, faulty or mis shipped products or other issues prior to the end of such seven (7) day period. If you fail to contact LastObject within such seven (7) day period, LastObject may refuse your return, in our sole discretion.
• By submitting an order for LastObject products to LastObject, you to agree to remit payment for such order within the terms agreed upon.