Effective April 1, 2018
Viking Sports LLC (“Viking”) is committed to producing the finest quality platform tennis and pickleball products and accessories, including paddles, balls and clothing (“Performance Products”) in the industry and to sell these Performance Products through a network of high quality authorized dealers. We have also made it our objective to build and maintain an excellent reputation with our authorized dealers and a highly respected brand image with the consumer. To maintain this reputation and brand image, enable us to best position our products against those of our competitors, add brand value and enhance dealer marketing flexibility, we are announcing, in this policy, terms and conditions that dealers will be required to meet in order to become and remain authorized dealers of Viking Performance Products.
We are aware that a significant portion of the Viking dealer network invests a great deal of effort and resources in the marketing of our Performance Products. This investment is only justified if we continue to offer superior products that our dealers can sell at a fair price so as to build consumer demand and generate solid profitability for themselves. Therefore, in order for our Performance Products to be successful, we must continue to recognize and encourage those dealers that offer superior customer service and broad product selection and we must take steps to curtail free riding by certain dealers on the investment being made by other dealers. The achievement of this objective and enhancement of our ability to reach consumers in all markets requires the adoption of this Policy, with which all authorized dealers selling Viking Performance Products will be expected to comply.
While there are many factors involved in Viking’s designation of authorized dealers, compliance with this Policy will be an important consideration. In addition, we expect our authorized dealers to a) provide superior service and product support, b) position Performance Products as premium quality products, c) aggressively promote the Viking brand image and the features and benefits of the Performance Products, d) comply with all applicable laws and good business ethics, and e) comply with the guidelines and restrictions announced from time to time by Viking for the marketing of Performance Products.
We have implemented the Guidelines to ensure that our Viking Performance Products maintain the highest point of sale value, allowing our authorized dealers to provide the superior service and product support expected and of valued by Viking’s customers. We have unilaterally adopted these Guidelines and will sell the Performance Products only to those authorized dealers who, in the sole and independent discretion of Viking, advertise and sell the Performance Products at or above minimum advertised prices which we announce from time to time. These Guidelines do not represent a contract or an offer of a contract or agreement. We are not asking for, and will not accept, any agreement about a dealer’s compliance with these Guidelines. This Pricing Policy simply describes conditions under which we may, in our sole discretion, choose to sell to a dealer.
Among the advertising guidelines and restrictions with which Viking expects its authorized dealers to comply are the following:
- Performance Products are not to be advertised at a price less than the Minimum Advertised Price (“MAP”) guidelines announced from time to time by Viking for each of the products in Viking’s “Current Performance Product MAP” list.
- Performance Products are to be sold at a price greater than or equal to Viking’s minimum advertised price announced from time to time by Viking for each of the Performance Products in Viking’s “Current Performance Product MAP” list. Sales of Performance Products will be in compliance with this Pricing Policy if the total amount of the sale of each product, including shipping and handling charges, is equal to or greater than the applicable minimum advertised price.
- Whenever a Performance Product is featured in advertising (as defined below), the minimum advertised price or a price greater than the minimum advertised price must be listed next to it.
- Performance Products are not to be sold or marketed in a manner that, in Viking’s sole judgment, disparages or injures Viking or its Performance Products or is otherwise contrary to the brand image Viking has developed for its PerformanceProducts.
- Performance Products are not to be used in an illegal, deceptive, undesirable or improper manner including, but not limited to, using a Performance Product as a “loss leader,” engaging in “bait and switch” tactics, negative selling practices, or false advertising.
- For the purpose of the MAP policy, “advertising” means and includes the placing of any advertisement or promotion a) through television or radio or in print media including newspapers, magazines, catalogs, brochures, flyers or circulars (including direct mail flyers or circulars sent to customers), b) over the Internet on the dealer’s website or any other website or c) through the use of information distribution method that solicits consumer interest in a listed product.
The following are examples of the types of offers that will be deemed to be advertisement of the Performance Products below minimum advertised price:
- Click for Price, Call for Price, Beat any Price, Discount, Sale, Membership Discounts or similar promotions where the price provided is below minimum advertised price.
- Offering an opening bid, “buy it now” on an Internet auction site where the price provided is below MAP.
- “Make an offer” or similar advertisements on an Internet auction site or online store.
- Any means by which a user may electronically receive or discover a dealer’s discounted price electronically, where such discounted price is below minimum advertised price including but not limited to; Free add-on products or services.
- In all cases where a Gift with Purchase is offered on an Viking Performance Product, this may never include an item deemed to be from a competitor of Viking.
- Any suggestion that calling the dealer/internet company will result in a lower price than the minimum advertised price listed on the site or advertisement.
- Pre-established discounts, coupons or codes at checkout, which provide a net price below minimum advertised price.
- Any discount promotions or coupons from Dealer which provide a net offering price below the minimum advertised price must state that all Viking products are excluded unless otherwise approved by Viking.
- Advertising or promoting Performance Products with add-ons, giveaways or rebates where the net effect is to provide a net offering price below minimum advertised price.
- Inclusion of the Performance Products in rewards and/or other cash-back programs where the net effect is to provide a net offering price below minimum advertised price.
- Use of advertising phrases, which, in Viking’s sole discretion, communicate non- compliance with this minimum advertised price Policy.
Any examples set forth above are not to be understood as the full scope of practices that will be found to be in violation of Viking’s minimum advertised price Policy but are rather given as examples of such activities. Viking will review any policy or practice adopted by a dealer, which Viking believes may have the effect of violating the minimum advertised price Policy and will, in its sole discretion, make a determination as to whether such policy or practice is in violation.
In the event a dealer chooses to run a promotion which is not intended to include Viking Performance Products, this must be clearly referenced and called-out in all advertising distribution.
Viking may, from time to time, in its sole discretion, announce promotional opportunities for Performance Products that may include a discount or give-away value that results in net advertised price below the minimum advertised price. The participation by an authorized dealer within the guidelines of such authorized promotions will not be deemed to be a violation of this Policy.
If Viking determines that a dealer has taken any action inconsistent with this minimum advertised price Policy, then Viking will, in its sole discretion, take one of the following actions:
- Cancel all orders from that dealer and refuse to accept any new orders for a minimum of 30 days on the product in which MAP was violated.
- Cancel all orders from that dealer and refuse to accept any new orders for a minimum of 60 days.
- Suspend future business with the dealer for 12 months or longer.
US dealers are authorized to sell, distribute and ship Viking Performance Products solely to end- use consumers, unless otherwise authorized in advance by Viking. US dealers who have been approved to re-sell Performance Products to other distributors or retailers must report, on a schedule set by Viking, the name of each such customer and the quantity of each type of Performance Product sold to said customer. In these cases where distribution of Viking Performance Products outside of the US has been approved in writing, Viking shall reserve the right to restrict dealers from distributing products into certain territories.
Viking sells to US dealers who either operate brick and mortar pro and pro specialty stores, or who advertise, sell, distribute and ship Performance Products via the Internet. Each dealer operating a pro or pro specialty store must disclose information regarding such store to Viking on and after the date of this Policy and obtain approval of that store by Viking. Viking reserves the right to discontinue selling to a US dealer who does not obtain approval of an existing store or any new store location. Dealers operating a pro or pro specialty store are in a unique position to provide information, support and service to customers, and thus are prohibited from selling in other channels, including without limitation catalog and Internet.
Any dealer wishing to sell Viking Performance Products via the internet either on his/her own registered site or on an alternate site (i.e., Amazon.com, etc.) must be an approved “E- Commerce Partner.” Viking intends to limit the number of authorized E- Commerce Partners to ensure E-Commerce Partners will provide the necessary services to cultivate the brand and product loyalty which Viking desires to achieve.
- E-Commerce Partners must maintain “Shopping Cart” technology that allows for the purchase of Performance Products at any time by any consumer. This includes a) providing a secure consumer website for all transactions on line approval and verification of sale; and b) ensuring consumer privacy and fraud protection.
- E-Commerce Partners must have a product presentation website as provided in these E- Commerce Guidelines and consumer education information must be available for each Performance Product listed on the website. This includes, but is not limited to a) a full graphic image of the Performance Product; b) Viking’s specifications on each Performance Product; and c) an explanation of Viking’s key performance technologies. This will serve to enhance the consumer experience for Performance Products, as well as maintain the integrity of Performance Products. “Linking” to the Viking websites for specifications, graphic images or other basic consumer education information that Viking deems necessary to sell Performance Products online is prohibited. Downloading this information (from the Viking website) for placement/availability on the E-Commerce Partner’s website is permitted, with Viking’s prior approval.
- E-Commerce Partners may advertise and distribute Viking Performance Products that are new only. Any requests to sell used Viking Performance Products must be approved by Viking in advance.
- E-Commerce Partners must have the capability for email and consumer information retention, as well as the capability to distribute information to their consumer database. Viking will work with each E-Commerce Partner in regard to direct-to-consumer emails to announce and/or feature designated Performance Products agreed to by both the E- Commerce Partner and Viking.
- E-Commerce Partners must maintain their Viking accounts in good financial standing and not be in violation of Viking’s Pricing Policy, Distribution Guidelines or any other established Viking policy, including these E-Commerce Guidelines.
- E-Commerce Partners must commit to agreed inventory levels on all Viking Performance Products that are considered “in-line”.
- E-Commerce Partners must commit to a reasonable minimum level of total business, to be determined on a year-to-year basis, in Performance Products (at wholesale value). If an E-Commerce Partner fails to meet the minimum level of total business, Viking reserves the right to remove its account as an approved E-Commerce Partner.
- Viking reserves the right to approve any website of any Viking E-Commerce Partner with regard to these E-Commerce Guidelines or Viking’s own expectations of product presentation and the consumer experience on an E-Commerce Partner’s website.
Sales Via Third Parties:
- No approved E-Commerce partner may sell Performance Products through the use of a third party website (e.g., Amazon, Sears, Wal-Mart or any other website not owned by the E-Commerce Partner) with the prior written approval of Viking. Viking does not authorize its E-Commerce Partners, or any authorized dealers, to offer Performance Products for sale on auction sites such as eBay.
- If an E-Commerce partner is approved to, and chooses to, advertise on Amazon.com, it can display all products, but must link to an external website to complete the purchase. No direct selling or fulfillment through the Amazon platform is permitted for MAP product.
- For the avoidance of doubt, the provisions of Sections A-H of the E-Commerce Guidelines apply to an approved E-Commerce Partner who is selling Performance Products through the use of a third party website.
The terms of this Policy are the confidential information of Viking and shall be kept confidential by each dealer. Any pricing information, including but not limited to prices, quotes, and discounts, for Performance Products sold, or offered for sale, to a dealer by Viking is the confidential information of Viking and shall be kept confidential by the dealer. In the event Viking determines in its sole discretion that a dealer disclosed or discussed confidential information of Viking, such disclosure or discussion shall be a violation of this Policy and Viking may take whatever action it deems appropriate, in its sole discretion, including but not limited to cancelling orders of such dealer, suspending future business with such dealer, or cancelling such dealer’s status as an authorized dealer or E-Commerce Partner.
Changes to Policy and Questions:
This Policy is a unilateral policy of Viking and is subject to change at any time, at Viking’s sole discretion, upon notice to dealers. It is not a contract, or an offer to form a contract. Viking does not ask for, and will not accept any offer of agreement or commitment from a dealer regarding compliance with, or acceptance of this Policy and does not solicit, will not accept and will not respond to information from a dealer about the compliance or non-compliance of any other dealer with this Policy. No one, other than Viking senior management, may adjust or change the content of this Policy. All non-senior management Viking employees are strictly prohibited from discussing this Policy or retail pricing practices with any dealer and all Viking employees are strictly prohibited from seeking or accepting any assurance of dealer compliance with this Policy. Furthermore, all non-senior management Viking employees have been instructed to limit their activities with respect to this Policy to distributing a copy of the Policy to authorized dealers. All questions regarding this Policy should be directed, in writing, to Viking’s legal counsel (address available upon request).