Unilateral Policies Applicable to PRADCO Dealers

Plastic Research and Development Corporation d/b/a PRADCO Outdoor Brands and its subsidiary, Summit Treestands, LLC (collectively, “PRADCO”), have unilaterally determined to implement two policies (collectively, these “Policies”) effective as of January 1, 2015 (the “Effective Date”) which are applicable to each individual or entity and its related entities or affiliates located in the United States or Canada that sells PRADCO hunting products to consumers for their own use and not resale (except as permitted by PRADCO) (individually, a “Dealer” and collectively, “Dealers”), regardless of the medium or media used for any or all of such sales and the promotion of them, including without limitation one or more physical location(s), by catalog and over the Internet.

Purpose

The products sold by PRADCO are of high quality with a premium image earned through extensive product and market development activities and superior service to consumers. In an effort to protect the reputation of PRADCO and insure the long-term viability of its brands, PRADCO has established: (1) a policy that establishes a minimum advertised price (“MAP”) for certain PRADCO products (the “Minimum Advertised Price (MAP) Policy”), and (2) a policy that prohibits Dealers from selling PRADCO products to other Dealers or anyone else who or which resell(s) such product(s) or provide(s) such products to others for resale (the “Product Resale Policy”).

Definitions

For purposes of these policies: (a) “Affiliate(s)” means any or all of the individual(s), entity and entities controlling, controlled by or under common control with a party; (b) “Dealer(s)” means collectively each individual or entity, its related entities or Affiliates, that sells to consumers for their own use and not resale (except as permitted by PRADCO), (c) a “Party” means PRADCO or the Dealer; (d) “PRADCO notice” means notice to the Dealer from PRADCO in written or electronic form or made available on a PRADCO-designated website; and (e) the “PRADCO Products” means those hunting products of PRADCO made available to the Dealer or its Affiliates by PRADCO, or its distributors.

Policy 1: The Minimum Advertised Price (MAP) Policy

Under the Minimum Advertised Price (MAP) Policy (this “MAP Policy”) applicable to each Dealer:

MAP. The MAP that corresponds to each of the PRADCO products covered by this MAP Policy is the same as the MAP for such product as shown on the then-current price list(s) or product list(s) made available to such Dealer in writing or electronically by e-mail or posting on a designated website (the “Policy Website”).
Violations. If a Dealer advertises a PRADCO Product at less than its MAP, the Dealer has violated this MAP Policy. However, this MAP Policy pertains only to advertised prices and does not affect actual sales prices, so each Dealer remains free to sell PRADCO products at any prices it chooses.
Examples of Violations. Among other ways, a Dealer may violate this MAP Policy by displaying: (a) a price that is lower than the relevant MAP, including without limitation, for Internet offers, an out-of-the-cart or an in- the-cart price; (b) a percentage reduction from a reference price that results in a price less than the relevant MAP; (c) a price for a bundle of PRADCO products that is less than the sum of each MAP for the corresponding products; or (d) a price for one or more PRADCO products combined with one or more free or reduced-price goods or services that is less than the sum of each relevant MAP and the fair market value (as determined by PRADCO) of such free or reduced-price goods, except that free shipping may be provided without it being considered a discount
Application. This MAP Policy applies to all forms of advertising and promotion (regardless of the medium used) done by or on behalf of a Dealer, including, but not limited to, conventional advertising, catalogs, displays, exhibitions and shows. Price information relating to one or more PRADCO products on a website which can be accessed directly through any hypertext link or by any other method which uses the hypertext transfer protocol (http) or, in the view of PRADCO, is the substantive equivalent, is considered to be advertising for purposes of this MAP Policy, as is advertising and promotional e-mail.
Exceptions. Each of the following is not considered advertising which is subject to this MAP Policy: (a) materials within the physical location(s) of a Dealer (including without limitation at a show or exhibition) that simply state the retail price(s) at which one or more PRADCO products may be purchased, including without limitation point-of-sale signs, price stickers and hangtags; (b) e-mail sent in direct response to a specific consumer inquiry; (c) materials (regardless of medium) in existence prior to the Effective Date that cannot be modified in time to comply with this MAP Policy, but only until it is reasonable to modify them (the “Compliance Period”); and (d) the display of price over the Internet at checkout.
Violation Consequences. In the event that a Dealer violates this MAP Policy a first time, such Dealer will remove or cause to be removed the offending reference(s) no later than three (3) days after PRADCO sends written or electronic notice thereof to such Dealer. If (a) such reference(s) is or are not so removed or cannot be removed (such as in the case of a printed catalog still circulated by such Dealer after the Compliance Period) or (b) if such Dealer violates this MAP Policy a second time with the same item(s) of the PRADCO products or violates this Policy with any other item(s) of the PRADCO products, PRADCO may – at its discretion – refuse to fulfill orders for that particular item, or that brand, or all brands for any period of time. As a result, such Dealer will no longer be permitted to purchase or sell PRADCO products, as its authorization to do so will be revoked and both such Dealer and each PRADCO distributor promptly will be notified of such revocation.

Policy 2: The Product Resale Policy

Under the Product Resale Policy [this “Product Resale Policy”] applicable to each Dealer with the exception of Moultrie branded products which are covered under Policy 3 below. 1. Consumer Sales. Except as and to the extent otherwise specifically permitted by PRADCO in writing, Dealers may only sell PRADCO products to consumers for their own use and not for resale. If a Dealer also has a wholesale or distributor operation that sells to other Dealers, it may do so through such operation, provided that it is bound by and is performing under the PRADCO Distributor Agreement. 2. Violations. Except as permitted by PRADCO, if a Dealer knowingly or negligently offers or sells or otherwise provides any or all PRADCO products to one or more other Dealers or to anyone else which resell(s) such product(s) or provide(s) such products to others for resale, this Product Resale Policy has been violated, with the result that such Dealer will no longer be permitted to purchase or sell PRADCO products, as its authorization to do so will be revoked and both such Dealer and each PRADCO distributor promptly will be notified of such revocation.

Policy 3: Moultrie Authorized Resale Policy

Plastic Research and Development Corporation. (the “Brand Owner”) hereby adopts this Resale Policy (this “Policy”) and requires that each person, firm or entity (as applicable, a “Reseller”) that purchases Brand Owner’s products (the “Products”) for resale or other distribution agree to comply with this Policy.

Any Reseller that fails to comply with this Policy will be deemed an unauthorized reseller of the Products, and as such, shall have no right to: (i) sell the Products, (ii) use Brand Owner’s intellectual property, including any of its trademarks or copyrights, or (iii) offer Brand Owner’s consumer warranty applicable to any of the Products.

Applicability. This Policy applies to all resales of the Products. Regardless as to where the Products were acquired, either directly from the Brand Owner, through an authorized distributor, or some other procurement method, a Reseller must comply with the terms of this Policy.
Sales to End Users Only. Unless otherwise agreed with Brand Owner in writing, Reseller may only purchase Products for resale to consumers and end user customers, and Reseller may not resell Products to other Resellers, distributors or for further distribution in any manner.
No Sales on Online Marketplaces. Without the Brand Owner's express written consent, Reseller may not advertise or sell the Products online on any e-commerce platform, specifically including, but not limited to, Amazon, eBay and Walmart. Reseller may sell Products on its own website.
Handling and Storage. Reseller agrees to handle and store the Products in a safe manner and in compliance with Brand Owner's storage and handling guidelines. Reseller will ensure that any Products it purchased are stored in secure, climate-controlled warehouses.
Product Packaging and Display. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, SKU or other identifying information on Products or their packaging is prohibited. Reseller may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not advertise, market, display, or demonstrate non-Brand Owner Products together with the Products in a manner that would create the impression that the non-Brand Owner Products are made by, endorsed by, or associated with Brand Owner.
Trademarks; Copyrights. Resellers that comply with this Policy have a limited, non-exclusive, non-sublicensable, revocable license to use Brand Owner's trademarks and copyrights in connection with the sale of the Products. Reseller shall not alter, modify, or change any trademark or copyright, nor shall Reseller use any trademark or copyright other than for the promotion and sale of the Products, nor shall Reseller use any trademark or copyright in any manner that negatively impacts such trademark or copyright or the Brand Owner. Failure to comply with the Policy will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. Brand Owner reserves the right to revoke this license at any time for any or no reason.
Locations / Reporting. Reseller agrees to track the Products it purchases and to store all such Products at locations in compliance with this Policy. At Brand Owner's request, Reseller will provide Brand Owner with (a) a list of all storage locations utilized by Reseller, (b) an inventory of Products maintained at each such storage location, and (c) physical access for Brand Owner to perform an inventory to confirm the amounts and locations of Products at Reseller's stated locations.
Product Inspection. Promptly upon receipt of the Products, Reseller agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Brand Owner.
Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller agrees to cooperate with Brand Owner with respect to any Product recall or other consumer safety information dissemination efforts.
Customer Service. Reseller will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions. At Brand Owner's request, Reseller will provide any reports or other information related to such customer services.
Product Loss and Theft. If any significant quantity of Products purchased by Reseller are lost or stolen, Reseller will promptly report such event to Brand Owner.
Report Unauthorized Resellers. If Reseller has information or reasonably suspects that any person is purchasing and reselling or distributing Products in a manner not authorized by Brand Owner or in violation of this Policy, Reseller must promptly notify Brand Owner.
Support of Manufacturer's Warranty. Reseller may extend to any proper purchaser of the Products the original manufacturer's warranty in accordance with its terms. Reseller may not modify or alter the original manufacturer's warranty, represent or characterize the original manufacturer's warranty in any misleading manner, or extend its own warranty with respect to the Products. Failure to comply with this Policy will result in the total forfeiture of Reseller's right to offer Brand Owner's consumer warranty.
Other Information, Documents and Reports. Reseller must provide Brand Owner with any supplemental information, documents and reports that Brand Owner may request in order to validate Reseller's compliance with this Policy and to support Brand Owner's warranty support and customer support obligations and initiatives.

RESELLERS WHO FAIL TO COMPLY WITH THE FOREGOING TERMS FORFEIT THE RIGHT TO SELL THE PRODUCTS.

The Nature of these Policies
These Policies: (a) supersede each other policy from PRADCO or any of its Affiliates with respect to the PRADCO Products, if any, regarding the subject matter thereof and (b) are unilateral and express the terms upon which PRADCO will deal with Dealers. PRADCO will not discuss any conditions of acceptance related to these Policies. In addition, PRADCO neither solicits, nor will it accept, any agreement with respect to or assurance of compliance with these Policies. Notwithstanding anything to the contrary which may be expressed or implied in or by one or more agreements between a Dealer and PRADCO, nothing therein or herein shall constitute an agreement by the Dealer to comply with these Policies. In the event of a disagreement over the interpretation or enforcement of either or both of these Policies, the view of PRADCO will control. Either or both of these Policies may be modified, extended, suspended, discontinued or rescinded or compliance with either or both of them waived in whole or part at any time by PRADCO in writing or electronically by e-mail or posting on the Policy Website (including, without limitation, during any PRADCO promotional period(s)), with such action(s) effective immediately or as otherwise described by PRADCO. These Policies: (a) remain in effect unless PRADCO provides notice to Dealers otherwise in writing or electronically by e-mail or posting on the Policy Website and (b) cannot be superseded by any other announcement or policy, unless PRADCO expressly states therein that either or both of these Policies has or have been superseded. All questions or communications from Dealers regarding either or all of these Policies should be put in writing and addressed to the Policy Administrator:

MAP Policy Administrator
PRADCO Outdoor Brands 5724
Highway 280 East
Birmingham, AL 35242
Fax: (205)437-4753
email: map@pradcooutdoorbrands.com

DOWNLOAD PRADCO HUNTING MAP POLICY HERE