Minimum Advertised Price for Internet Sales Policy
Effective Date: January 29, 2016
TILEWARE GLOBAL, LLC dba/ TileWare Products – Herein referred to as TileWare
INTRODUCTION: The following policy replaces and supersedes all prior Minimum Advertised Price Policies for Internet Sales (“MAPIS” or “Policy”). The Policy applies to all TileWare distributors, dealers and resellers located in the United States and Canada (collectively, the “Resellers”). The Policy is implemented in order for TileWare to better compete in the market for premium fastener systems, shelving & storage, bath accessories, accessibility accessories, touch tiles and wall systems. In particular, TileWare has determined that adoption of the Policy is a necessary component of its strategy to avoid distribution channel conflicts and to ensure that its TileWare line of products is supported with aggressive marketing, prominent merchandising and product displays, pre-sale and post-sale customer service, education and stocking of sufficient product inventories to adequately service the local market.
This Policy is subject to change at any time by TileWare, in its sole discretion.
COVERED PRODUCTS: This Policy applies to all first-quality products, accessories and tile systems manufactured and distributed under the TileWare brand name (the “Covered Products”). It does not apply to discontinued, close-out or distressed merchandise, or to special over-stock promotions as announced by TileWare. TileWare may also, from time to time, announce promotional periods during which the Policy will not apply with respect to all or some Covered Products.
POLICY: The Minimum Advertised Price Policy for Internet Sales (“MAPIS”) for the Covered Products shall be: current standard published list price or MSRP (Manufactured Suggested Retail Price) established by TileWare.
Fasteners – Tile Specific Fasteners and System Technology, Sheetrock Specific Fasteners and System Technology
Shelving & Storage – Glass Shelving, Tile-over Structural Surfaces, Niches and Wire Basket Shelving.
Accessibility Accessories – Grab Bars, Foot Props and Seating
Bath Accessories – Paper Holders, Hooks, Shower Rods, Towel Bars and Towel Rings
This policy is unilateral, non-negotiable and will not be altered for any Reseller. Each Reseller is free to independently decide whether or not to follow the Policy. All Resellers of Covered Products remain free to sell the Covered Products at any price they choose in their sole and absolute discretion.
As used in this Policy, “Internet Advertising” means displaying a price below the published MAPIS price as determined herein above, on any internet site including using any on-line or Internet ads, campaigns or coupons with respect to the sale of Covered Products as well as sponsored links, websites operated by, affiliated with, and/or linked to the Internet Reseller’s website(s). This includes pricing after the product is added to the cart.
No TileWare employee or sales representative has any authority to modify or alter this Policy or to negotiate this Policy or any agreement with respect to it with any Reseller.
VIOLATIONS: If, after making an investigation into any alleged or discovered violation, TileWare determines to its satisfaction that a Reseller has engaged in Internet Advertising of any Covered Products at a net resale price less than the MAPIS price, or if it is determined that Covered Products sold by a Reseller to any other person or entity which engages in Internet Advertising, advertises any Covered Products at a net resale price less than the MAPIS price, TileWare may take one or more of the following steps:
Step 1: Reseller will be notified in writing of the violation. Reseller will have five (5) business days to correct such violation and come into compliance with the MAPIS policy.
Step 2: If Reseller fails to correct the violation within five (5) business days from the date the written notice was provided, TileWare will immediately suspend sales to Reseller of the item or items being advertised below the MAPIS price. The suspension will last for a period of thirty (30) calendar days, and TileWare will remove the Reseller from its list of TileWare Authorized Internet Resellers.
Step 3: Following the end of the thirty (30) day period referenced in Step 2 above, and provided that Reseller did not otherwise violate the MAPIS policy during the thirty (30) day suspension period, TileWare will reinstate Reseller to full status. If the Reseller continues to be in violation of the MAPIS policy at the end of the thirty (30) day suspension period, it will be considered a second violation.
Second Violation: If a second violation of the MAPIS policy by Reseller occurs in a twelve (12) month period, Reseller will be notified that if the violation is not corrected within twenty-four (24) hours TileWare will immediately cease doing business with Reseller and remove the Reseller from its list of TileWare Authorized Internet Resellers. TileWare will not sell to Reseller again except upon formal re-application by Reseller and acceptance of Reseller of all terms and conditions as defined by TileWare and only upon approval by TileWare, which may be granted or withheld in its sole and absolute discretion.
Note: This Policy is not intended to restrict TileWare’s rights to manage its distribution channels and to make and change its decisions regarding Resellers and others with whom it will do business. Among other things, depending on the severity of the violation and the response of the Reseller when advised of a violation of this MAPIS, TileWare may deem it appropriate to bypass some or all of the steps above and immediately cease doing business with the Reseller.
TileWare MAPIS POLICY ADMINISTRATOR: The only person authorized to answer questions regarding the Policy or to comment on the Policy on behalf of TileWare, and the person to whom all questions regarding the Policy must be addressed, is the TileWare MAPIS Policy Administrator at the address designated below.
David H. Scalise, President and Policy Administrator: email@example.com
Tileware Global, LLC dba/ TileWare Products
1021 16th St. SW
Hickory, NC 28602
Terms and Conditions
The following terms and conditions are deemed to be incorporated by reference in any order for the sale of products by Tileware Global, LLC dba/ TileWare Products; herein referred to as TileWare.
Orders and Acceptance: TileWare reserves the right to refuse or to accept any order. No purchase order or indication of acceptance shall create a contract or otherwise be binding upon TileWare, unless and until the same is accepted in writing at TileWare offices located in Hickory, North Carolina. In the event TileWare accepts an order from the BUYER, it is expressly understood and agreed that the terms and conditions herein set forth shall prevail. Notwithstanding the fact that the same may conflict with or vary from the terms and conditions set forth on any purchase order or other form which the BUYER may use to place such order. The placing of such order by the BUYER shall be deemed to note the BUYER’s assent to the foregoing.
Minimum Invoice Charges: Fifty dollars ($50.00) net invoice amount plus shipping charges.
Credit Approval: BUYER’s orders will be accepted subject to credit investigation and approval, and delivery may be withheld on accepted orders without any liability on the part of TILEWARE, if, in its opinion, the BUYER’s ability to pay for the products on these terms and conditions is in doubt. Any remittance received from or for the account of BUYER may be accepted or applied by TILEWARE against any indebtedness owing by BUYER, without prejudice to or the discharge of the remainder of such indebtedness, regardless of any condition, provision, or notation appearing on such remittance. After delivery, if TILEWARE brings legal action to collect amounts due and owing by BUYER, BUYER agrees to pay for all attorneys’ fees and cost incurred by TILEWARE in such action.
Collection Charges: In the event it becomes necessary to incur any expense for the collection of any overdue accounts, reasonable collection charges, including reasonable attorneys’ fees, will be added to the balance due and the BUYER shall pay any said charge.
Service fee: If payment is not timely, TILEWARE shall be entitled, in addition to other legal rights and to the extent permissible by applicable law, to a service fee of 1 ½% per month (18% per annum) on any unpaid balances to cover additional administrative costs of collecting such balances.
Terms of Payment: Provided BUYER qualifies for open payment terms, all invoices will be paid on or before the 30th day following the date of the invoice. All payments shall be made in U.S. Dollars.
Taxes: All prices are exclusive of and may be increased by the amount of, any and all applicable excise, sales, use ,manufacturer’s , value added and other taxes, levies or imposts of a governmental nature whether federal, state or local.
Price: Acknowledgement & Cancellations: Price and terms are subject to change without notice.
Shipment and Freight Terms: All shipments and freight terms are based on shipments within the continental United States, FOB TileWare warehouse. When specific shipping instructions are not provided by BUYER, TileWare will use its discretion as to the routing of shipment. No freight allowances will be given on special express shipment without prior written consent of TileWare.
Drop Shipments: All drop shipments will be assessed a $10.00 drop shipping charge per BUYER purchase order. TileWare offers this service but prefers that all products ship through BUYER's warehouse facilities.
Partial Shipments: Unless otherwise specified, TileWare may make partial shipments and each shipment shall be deemed a separate sale. BUYER shall accept and pay for each shipment regardless of any prior or subsequent failure to delivery any other shipment.
Acceptance: The BUYER shall at its sole expense submit all products shipped to a careful inspection upon arrival at delivery point. All claims for damages, defects, errors, shortages or other failure of the products to conform to this agreement or their catalog description shall be delivered to TileWare in writing within ten days after such arrival. Failure to make such claim within said time shall constitute acceptance of all products so delivered as conforming to the terms, conditions and specifications hereof, and in no event may the BUYER thereafter revoke such acceptance. Any claims by the BUYER shall be subject to inspection by TileWare, or its authorized agent, to whom the BUYER shall make available access to such products and all relevant information relating to the claim.
Loss or Damage in Transit: All products are sold FOB the carrier at TileWare dock, with risk loss passing to the BUYER at that point. The BUYER is responsible for arranging and paying for all insurance against risk or damage to the products after TileWare delivers the products into the possession of the carrier.
Promises of shipment: Any shipping date shown is only an estimate of the date of shipment. TileWare does not guarantee shipping dates and not withstanding anything contained herein to the contrary, TileWare will not be responsible for any consequential, special or indirect damage of any nature, or any damages that include the loss of profits suffered by BUYER because of late shipping or delivery by TileWare.
Substitutions: TileWare reserves the right at any time to replace or substitute products and packaging provided such replacement or substitutions will not result in additional costs to BUYER and will not adversely affect operational performance of products.
Product Modification: TileWare reserves the right to cancel, modify, change, alter, or re-design products at its sole discretion without liability for potential obsolescence of customer’s inventory stock.
Limited Warranty: TileWare warrants its products to be free from defects in materials and workmanship during normal use when properly installed and maintained, for a period of five years from the date of the purchase. This limited warranty is extended only to the Original Consumer Purchaser of the Product and is not transferable to any third party, including but not limited to any subsequent purchaser or owner of the Product. Please refer to the TileWare 5 year Limited Warranty card enclosed with each product for specific details. Additional copies are available on request.
Returned goods: No returns will be permitted without a written returned goods authorization (RGA). There will be a 25% re-stocking charge for authorized returns. TileWare will consider only products listed on current TileWare price lists, in re-saleable condition with original packaging, for return or replacement at TileWare’s sole discretion.
Applicable law: The law of the State of North Carolina shall govern any sale.
Modification: These terms and conditions express the entire understanding of the parties hereto with respect to the subject matter hereof. No variation hereof and no agreement modifying or supplementing the terms hereof shall be valid unless in writing and signed by an authorized officer of purchase and TileWare.
Non Waiver: Any failure on TileWare Product’s part to insist upon the strict performance of any term or condition set forth herein shall not be deemed a waiver of any TileWare rights or remedies hereunder, nor of its rights to insist upon the strict performance of the same or any other term hereof in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by a duly authorized officer of TileWare.
The above terms and conditions do not apply to original equipment manufacturers (OEM) or export sales or purchases made in the United States of America for export purposes. Please contact the Administrative Department at TileWare for further details.
Tileware Global, LLC dba/ TileWare Products
1021 - 16th Street SW
Hickory, North Carolina 28602