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Procaps Direct ("Procaps") is committed to supporting its Dealers ("Dealers") in their efforts to grow their businesses by promoting Procaps products. Procaps has proudly created innovative, industry leading branded products of superior quality, value and reputation. To help ensure that Procaps' Products are displayed and sold in a manner consistent with these high quality standards, Procaps has adopted the following unilateral Minimum Advertised Price ("M.A.P.") policy. This policy is designed to enable Dealers to make the necessary investments for selling Procaps products in an appropriate manner, including by maintaining professional retail merchandising environments, displaying Procaps Products in a positive light, and providing effective sales and promotional materials, professional sales staffs, and high quality services related to Procaps products.
Territory: United States Sales. This policy applies to sales only within the United States territories. This policy does not apply in any jurisdiction where it is unenforceable or not permitted by law. Procaps will grant Dealers the right to sell Procaps products in the United States through stores and websites owned and operated by these Dealers, provided that all websites shall exclusively conduct only United States sales (sales originated, finalized and shipped from and to locations within the United States and its territories).
Third Party Sales: Procaps intends to do business with Dealers in the United States who do not make any sales to or through third parties or third party websites, including auction-style websites and the like.
Point of Sale Requirements: Procaps retains the right to monitor its Dealers' stores and websites in order to ensure that these sales venues adhere to Procaps' high quality standards. Dealers' websites must also clearly and prominently state that sales of Procaps products are limited to United States sales, as defined in Section 1 above.
Inventory: Dealers must purchase sufficient inventory from Procaps to ensure their ability to meet customer demand. Dealers must use their best efforts to update their websites and promotional materials promptly to indicate when particular Procaps Products are out of stock or otherwise unavailable.
Trademarks and use of Promotional Materials: Procaps grants all Dealers in compliance the non-exclusive use of the Procaps trademarks, logos, and product and packaging images for the limited purpose of advertising that such Dealers are authorized to sell Procaps products. In order to present Procaps Products, logos, and trademarks in a uniform, quality, and professional manner, Dealers are directed to exclusively use the approved logos and images for Procaps Products, as provided free of charge on the web-image pages at www.ProcapsDirect.com . Procaps retains the right, at its discretion, to notify and require Dealers to modify their web content and promotional materials.
Pricing: In order to ensure that Dealers invest sufficient resources in providing high quality services and staff, professional sales environments, and suitable merchandising to display Procaps Products in a positive light, Procaps will periodically publish M.A.P. prices for its Products. Procaps intends to do business with dealers in the United States who do not advertise Products below these Minimum Advertised Prices, other than in accordance with this policy.
Hidden Pricing. Procaps intends to do business with Dealers in the United States who do not advertise "hidden" pricing such as "Click for Price", "Too Low to Show", or "See Shopping Cart," or similar expressions, for the purpose of hiding prices.
Shipping: Procaps intends to do business with dealers in the United States who do not offer free merchandise, free shipping, or similar promotions with the purchase of Procaps products such that the true prices of those products are below Procaps' current published M.A.P. prices, provided, however, that a Dealer may offer free shipping or a similar promotion if that program is available for all products offered by the Dealer.
Package Deals: Procaps intends to do business with dealers in the United States who do not advertise free goods in combined package deals or "kits" together with Procaps Products which, when subtracted from the advertised price, reduces the price of the Procaps Products below M.A.P.
Authorized Sales and Promotions: This M.A.P. policy does not apply to Procaps authorized sales or promotions, which may be announced by Procaps from time to time.
M.A.P. Price Changes: Procaps retains sole discretion to make changes to the M.A.P. prices, which may be unilaterally announced by Procaps from time to time.
Monitoring and Enforcement: Procaps will monitor compliance with this M.A.P. Policy and will take whatever action it deems appropriate, in its sole discretion, to enforce this policy, including the right to terminate sales to Dealers who fail to comply with this policy, with or without warning.
M.A.P. Complaints: It is the policy of Procaps not to accept complaints about specific alleged M.A.P. violations. Procaps employees are not authorized to discuss this policy with Dealers. Dealers are asked to refrain from communicating complaints of specific alleged M.A.P. violations to Procaps employees.
M.A.P. Communications
All communications regarding Procaps' MAP Policy are to be emailed to: MAP@Procaps.com,
or mailed to:
PROCAPS DIRECT HEADQUARTERS,
Attention: M.A.P. Enforcement,
14235 John Marshall Hwy,
Gainesville, VA 20155
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