RESELLER ADVERTISING & SALE OF EUROWALKING PRODUCTS

MINIMUM ADVERTISED PRICE (M.A.P.) POLICY (Exhibit B)
(Effective 1/15/2013)

Eurowalking LLC., the premier provider of high quality footwear, appreciates and supports its network of qualified resellers. To protect the pricing integrity of Eurowalking branded products, all public price advertising must be at or above MSRP price levels per the conditions in the following MAP policy.

Eurowalking LLC believes that this policy change will benefit our resellers by enabling them to grow sales of Eurowalking products while protecting against price discounting.   

  1. Eurowalking LLC will make available a price list indicating Manufacturer's Suggested Retail Pricing (MSRP) and maintain a current listing with effective date of MSRP on its internet website which can be amended at any time by Eurowalking LLC at its sole discretion. Any priced advertisement in any media such as but not limited to internet or similar electronic media, radio, television, flyers, posters, catalogs, mail order catalogs, magazines, e-mail newsletters, e-mail solicitations, coupons, mailers, inserts, newspapers, and public signage must not be less than the current MSRP as indicated on the printed price list or Eurowalking website. Any pricing advertised that does not match or exceed that shown on the current printed price list or MSRP list on the Eurowalking website will be a violation of this MAP policy and subject to enforcement procedures as identified later in this document.
  2. This MAP Policy applies only to advertised prices and does not apply to the actual price that Eurowalking products are sold or offered for sale to an individual consumer within Reseller's location, over the telephone or by email. Resellers are free to sell Eurowalking products at any price they choose under these circumstances.
  3. The inclusion in advertising of any free or discounted products with a product covered by this MAP Policy would be contrary to this MAP Policy if it has the effect of discounting the advertised price of the included Eurowalking product below current MSRP as indicated on the Eurowalking Footwear’s website or printed price list.
  4. This MAP Policy does not establish maximum advertised prices. Resellers may offer Eurowalking products at any price in excess of current MSRP.
  5. Internet auctions may not display or have reserved bid or other acceptable prices below the current MSRP.
  6. Pricing listed on an internet site is considered an "advertised price" and must adhere to this MAP Policy. Once the pricing is associated with an intent to purchase (adding to shopping cart or order), the price becomes the selling price and is not bound by this MAP Policy. Statements such as "add to basket to see price", "we will match any price", "call for price" or similar phrases are acceptable as long as the price advertised or listed for the products is not below current MSRP. In addition, discounts applied at checkout to the customer's entire order based on customers purchasing history with the Reseller, such as discounts for "frequent shoppers," do not violate this MAP Policy.
  7. Eurowalking LLC reserves the right to o er promotions on certain products. In such an event, we reserve the right to modify or suspend this MAP Policy in whole or in part by notifying all Resellers of the nature and duration of the change. Eurowalking LLC further reserves the right to adjust the MSRP with respect to all or certain products at its sole discretion. Such changes shall apply equally to all resellers.

Enforcement Procedures
Eurowalking LLC has included its MAP Policy Enforcement Procedures in the Dealer Agreement to ensure all dealers signing the "acknowledgement" page are aware of the severity in which Eurowalking LLC will deal with violators of this policy. Any determinations by Eurowalking LLC under these enforcement procedures shall be binding upon the violator.

A. First Offense

  1. A member of Eurowalking's Customer Support Team will contact the violator via e-mail, telephone or letter and remind them of the MAP Policy and identify the nature of the violation.
  2. A copy of the MAP Policy will be sent to the violator and they will be required to sign and return the signature page acknowledging the violation and their willingness to conform.
  3. The violator will be given 5 working days to conform to the MAP Policy and cure the violation.
  4. A permanent record of this process will be documented in Eurowalking’s internal for future reference
  5. Non-compliance within the 5-working day cure period will result in a 3 month suspension period with Eurowalking LLC, in which no Eurowalking product may be shipped or sold to the violator by Eurowalking LLC.

B. Second Offense

  1. A member of Eurowalking's Customer Support Team will contact the violator via e-mail, telephone or letter and remind them of the MAP Policy and identify the nature of the violation.
  2. The violator will be reminded of their previous offense and a copy of the signed conformance page will be forwarded to them.
  3. The violator will then be placed on another 3 month suspension period in which they will be unable to obtain Eurowalking products from Eurowalking LLC.
  4. At the end of the 3 month suspension period, Eurowalking LLC will make a determination as to whether the suspension will be continued for another 3 months. If the suspension is continued, it will be reviewed by Eurowalking LLC at the end of each 3 month period and either continued or terminated.
  5. Once the suspensions are lifted, the violator will forfeit any Dealer level discounts they previously may have been granted for a term of one year of the date the suspension was lifted.

C. Third Offense

  1. Anyone found to be violating the MAP Policy a third time will be permanently banned from purchasing Eurowalking products from Eurowalking LLC.
  2. This permanent suspension will apply to the entity violating the MAP Policy as well as to the owners and /or operators of the violator, and to any organization owned by the owners and/or operators of the violator. (For example, closing and reopening the operation under a new name would not lift the ban).

The administration of this MAP Policy and any determinations made under it are solely within Eurowalking LLC's discretion and authority. All questions about this MAP Policy should be in writing and directed via U.S. Mail to the VP of Sales, Eurowalking LLC, 4023 Westhollow Parkway, Suite 110, Houston TX 77082 USA. The VP of Sales and the members of Eurowalking LLC's Customer Support Team have the sole authority to discuss, make determinations under, and undertake enforcement of this.