MINIMUM ADVERTISED PRICING POLICY OF EUROTARD, JULIE FRANCE AND TOLBERT-YILMAZ MANUFACTURING, INC.

Eurotard, Julie France, and their parent company Tolbert-Yilmaz Manufacturing, Inc. (hereinafter collectively referred to as “Companies“) have unilaterally adopted a minimum advertised pricing policy (“MAP“), effective January 1, 2012, that shall apply to all Distributors and Authorized Resellers of the Companies’ MAP Designated Products. The MAP policy shall apply to all Distributors and Authorized Retailers of all products manufactured or supplied by Eurotard, Julie France, Tolbert-Yilmaz Manufacturing, Inc., or any agent, subsidiary, parent company, affiliate, or other related company.  Designated Product shall be any product listed on the Companies’ catalogs and price lists or that of any related company for the benefit of or use by Companies’ Distributors and Authorized Resellers.  The catalogs and price lists include, but are not limited to, Catalog Volume # 9647 and Volume #9648, ("Companies catalogs and price lists") as they may be amended from time to time in the Companies’ sole discretion.  Any Manufacturer product listed on the aforementioned catalogs and price lists shall not be advertised for a price less than fifteen percent (15%) below the Manufacturer’s Suggested Retail Price (MSRP). Distributors' or Authorized Resellers' decisions to comply with the MAP Policy and pricing is at their sole discretion; each is free independently to decide whether or not to comply with this Policy.

The Companies do not ask for, nor will they accept, any assurance of compliance or agreement from a Distributor or Authorized Reseller regarding this Policy, nor will the Companies discuss any conditions of acceptance related to this policy. Neither the Companies nor any of their agents will solicit or accept any agreement by a Distributor or Authorized Reseller to comply with this MAP Policy. Notwithstanding anything to the contrary that may be expressed or implied in or by one or more agreements between Distributor or Authorized Reseller and any of the Companies, nothing in those agreements shall constitute an agreement by the Distributor or Authorized Reseller to comply with this Policy.

The MAP for all MAP Designated Products shall be listed on one or all of the Companies' catalogs and price lists for Distributors and Authorized Resellers. MAP pricing is established by the Companies for all MAP Designated Products and may be adjusted by the Companies from time to time in their sole discretion.  If not otherwise specified, all Companies’ products not to be advertised for a price less than fifteen percent (15%) below the MSRP.

The MAP Policy applies to all advertisements of MAP Designated Products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio, and public signage. The MAP Policy is not applicable to any in-store advertising that is not distributed to consumers outside the store, offers to sell over the telephone, or final sale prices first disclosed to consumers in “shopping carts“ in web based sales.

MAP applies only to minimum advertised prices and does not apply to the price at which the products are actually sold, or to advertised prices higher than the unilateral minimum resale prices established by the Companies from time to time.

Intentional and/or repeated failure to abide by this Policy will result in termination of Reseller Authorization or Distributor status promptly following verification of such failure by the Companies, to their satisfaction. The Companies do not intend to do business with Authorized Resellers or Distributors who degrade the image of the Companies and their products. The Companies will not provide prior notice or issue warnings before taking any action under this MAP Policy.

The only representative of the Companies authorized to answer questions regarding this MAP Policy and to comment on it, and to whom all questions regarding the Policy or its implementation must be addressed, is the Companies’ MAP Coordinator: Rodrigo Cano, 1328 Union Hill Road, Alpharetta, GA 30004, eurotard@eurotard.com. No other employee or agent of the Companies is authorized to discuss this MAP Policy. No representative or employee of the Companies has authority to modify or alter this MAP Policy. Should you learn of any modification or alteration of this MAP Policy or an attempt to do so, please immediately notify the Companies’ MAP Coordinator identified above.

PLEASE REVIEW THIS DOCUMENT CAREFULLY AND COMMUNICATE IT TO ALL INDIVIDUALS WITHIN YOUR ORGANIZATION. IT GOVERNS CERTAIN CONDITIONS OF SALE FOR FUTURE ORDERS.


QUESTIONS AND ANSWERS

Eurotard, Julie France, and their parent company Tolbert-Yilmaz Manufacturing, Inc. (hereinafter collectively referred to as “Companies“) understands that you will have questions regarding the Minimum Advertised Pricing Policy. We have anticipated some of these concerns here. If you have further questions, please do not hesitate to let us know.

Q.
What is a Minimum Advertised Pricing Policy or MAP policy?
A.
The Companies are implementing the MAP policy as their own policy, and advising Authorized Retail Dealers that there will be certain consequences, including termination of any Authorized Retail Dealer relationship, if they advertise or quote the Companies’ products at prices less than the applicable designated minimum price. Authorized Retail Dealers remain free to determine if they wish to comply with the Companies’ MAP policy.  The Companies are not asking or requiring their Authorized Retail Dealers to agree with any aspect of the MAP policy.

Q.
Why are the Companies’ brands important?
A.
The Companies are making a major investment in our brands. We are engaged in a strategic initiative that will strengthen and support the value of the Companies’ brand for many years to come. A brand is a business asset that requires management and investment both by the corporate parent and all affiliated partners such as your business. We are all proud of the fine reputation we have worked so hard to achieve, which sets us apart from other manufacturers. Because of this, we have established comprehensive policies and procedures to maintain and increase our position in the marketplace. Your role in managing the brand is critical and it is important that you follow the Advertising Policy in order to ensure brand consistency. We all look forward to the exciting results our combined efforts will deliver.

Q.
Why is the Internet important for us to understand in our business?
A.
We have taken a close look at the Internet and have established the MAP policy precisely to eliminate most of the concerns that arise from Internet sales. We have all been there: we work very hard with a potential customer who requires education and time only to find that an Internet competitor received the order instead. The MAP policy will make it difficult for a customer to buy elsewhere based on price. It will also allow your business to sell the Companies’ products on the Internet with no concerns.

Q.
How can I share information with my customers?
A.
We have made a commitment to increasing brand awareness through producing a wide range of marketing materials to support your business. Catalogs, postcards and sales collateral will be readily available and easy to share with all of your customers. Experience has taught us that the more information you have at your fingertips during a consultation with an end consumer, the easier it will be to turn into a sale. We do ask that you do not share our materials with other dealers not authorized to sell the Companies’ products or with other manufacturers of products similar to those manufactured by the Companies.

Q.
Who can I contact with any questions regarding the Minimum Advertised Pricing Policy?
A.
Questions regarding either policy should be directed in writing to:

Rodrigo Cano
General Manager
Eurotard
1328 Union Hill Road
Alpharetta, GA 30004
eurotard@eurotard.com



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