Effective Date: September 12, 2022
Daiya Foods (“BRAND”) has unilaterally adopted and implemented this Unilateral Pricing Policy (the “MRP Policy”) for its BRAND products offered for sale in the United States and Canada. BRAND is adopting this policy in order to protect its brand position and reputation for quality products and to encourage resellers to promote and invest in properly positioning BRAND’s products.
SCOPE OF POLICY
BRAND will sell BRAND products only through those authorized resellers (“Resellers”) who comply with the following requirements:
- Reseller must sell BRAND products only to retailers/resellers pre-approved in writing by BRAND and end-users. Reseller may not advertise or sell the BRAND Products on any third-party online marketplace or to any distributors or resellers for further sale or distribution on any third-party online marketplace without BRAND’s written consent. Reseller may sell the BRAND Products on its own website so long as it complies with this MRP Policy.
- Reseller must not sell BRAND products to end-users at prices lower than the prices set forth in BRAND’s Minimum Retail Price List.
BRAND will distribute to Resellers via email or other means determined by BRAND a list entitled Minimum Retail Price List (the “MRP List”) identifying minimum retail prices for select BRAND products (the “MRP Products”) for the applicable period. Any BRAND Products not included in the MRP List are not part of this MRP Policy. BRAND may update this MRP Policy and MRP List at any time.
ADVERTISING AND PRICES
This MRP Policy does not restrict Reseller’s right to establish resale prices above the MRP.
Any discounting of the MRP for an MRP Product, including, without limitation, advertising, offering or providing coupons, rebates, free accessories, or payment of sales tax for the end user is a violation of this MRP Policy. Any packages or bundles containing MRP Products must be at a price that is at least the aggregate of the MRPs of all MRP Products contained in such package or bundle. BRAND may from time to time announce exceptions to this MRP Policy.
Resellers may not sell MRP Products to any other resellers that advertise, promote, or sell the MRP Products at a price that is less than the MRP or that otherwise violates this MRP Policy.
If a Reseller advertises any of the MRP Products for resale at prices below the MRP such violation will result in such consequences as BRAND may determine in its sole discretion. These consequences may include, without limitation, cancellation of orders and loss of access or suspension of all or part of Reseller’s accounts with BRAND.
If an account is suspended, it will remain suspended for a period to be determined by BRAND in its sole discretion.
BRAND will investigate and resolve any reported violation unilaterally and in its sole discretion and will communicate its decision to the affected Reseller.
This MRP Policy shall be unilaterally administered by BRAND and shall be effective only in the United States and its territories and Canada. BRAND does not seek consultation with any Reseller, nor will BRAND accept an agreement with any Reseller regarding this MRP Policy. There are no third-party beneficiary rights to this MRP Policy. Any failure by BRAND to require compliance with any provision of this MRP Policy will not operate as a waiver of strict compliance in the future.
BRAND SALES PERSONNEL AND REPRESENTATIVES HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS MRP POLICY OR HAVE ANY COMMUNICATIONS WITH ANY RESELLER REGARDING VIOLATIONS OF THIS POLICY. The BRAND MRP Policy administrator shall be solely responsible for determining whether a violation of this MRP Policy has occurred and for communicating with the offending Reseller.
Each Reseller is free to independently decide whether or not to follow this MRP Policy. A Reseller’s decision to sell at or above MRP is not communicating acceptance or agreement to comply with this MRP Policy. BRAND is free to conduct business only with Resellers who comply with the MRP Policy.
This MRP Policy applies to sales of MRP Products made directly by Reseller and also to sales made by other individuals or entities who purchase MRP Products from Reseller for the purpose of resale. BRAND expects Resellers to communicate this MRP Policy to any downstream resellers receiving MRP Products from Reseller. Violations of this MRP Policy by downstream resellers will be considered violations by Reseller.
If BRAND suspends or revokes a Reseller’s authorization, the Reseller’s rights to use BRAND’s trademarks, copyrighted materials and other intellectual property will terminate and any sale of BRAND’s products thereafter may constitute infringement and unfair competition in violation of federal, state, and international laws.
This MRP Policy is subject to revision by BRAND in its sole discretion at any time. BRAND will provide notice of changes to the MRP Policy on www.daiyafoods