Retailer Policy and Guidelines for USFloors Retailers
USFloors Retail Advertising Policy
USFloors Manufacturer of Unique and Sustainable Floors
UNILATERAL PRICE POLICY (UPP)
Effective November 1, 2015
USFloors, Inc. (“USFloors”) unilaterally adopted this Unilateral Price Policy (“UPP” or “Policy”) to be effective as of November 1, 2015, applicable to all sales to USFloors retailers located in the United States, except as to retailers located in California and Maryland who are subject to a USFloors’ separate minimum advertised price policy available at http://www.usfloorsllc.com. The USFloors flooring products and product collections covered by this Policy and their designated Unilateral Minimum Suggested Resale Prices (“MSRP”) are set forth in the USFloors Price List furnished to Authorized Retailers.
All USFloors retailers are and remain free to sell USFloors products at prices the retailer independently determines to be appropriate. However, if that sales price is below the unilateral MSRP established by USFloors, the terms of this USFloors Unilateral Price Policy will apply. For purposes of this Policy, “price” means the net price to a customer after deducting all discounts, credits, coupons and the like.
USFloors believes this Policy is necessary to ensure the continued preservation of the premier image of the USFloors brand, the superior value of our product collections, the high quality installation of our products and to assist and encourage our valued Authorized Retailers to continue to provide effective marketing, excellent product installation and knowledgeable sales support and promotion of the USFloor brand.
To qualify as an Authorized Retailer, a retailer generally must have a physical retail location with a current USFloors products display, maintain an updated sample collection, have knowledgeable sales personnel and offer access to full service installation and warranty fulfillment. USFloors generally chooses not to sell to Internet-only retailers because of their inability to provide proper installation, knowledgeable personal marketing and follow-up support services, including warranty fulfillment. The flooring products market is highly competitive and USFloors wants to encourage its Authorized Retailers with physical locations to promote, display and sell our products to customers who actually experience its products in person. USFloors wants to encourage the in-store sales efforts of its Authorized Retailers and considers the free-riding by Internet retailers to be detrimental to this goal.
Each USFloors retailer remains free to establish its own resale prices. However, USFloors may, without assuming any liability, cancel all orders and refuse to accept any new orders from any retailer for a product immediately following verification by USFloors to its satisfaction that the retailer has advertised, promoted, offered, or sold the product at a price less than the unilateral MSRP established by USFloors.
Products and Prices
The designated unilateral MSRP for USFloors products are set forth in the USFloors Price List furnished to USFloors Authorized Retailers. This Policy is subject to change at any time by USFloors by means of publication on the USFloors website, www.usfloorsllc.com. A retailer-customer will receive at least 30 days’ notice of any change to the UPP MSRP Price List.
Unless subject to a USFloors designated promotion during a specified promotional period, any retailer advertisement that presents a price for a USFloors product lower than the MSRP for that product is a violation of this Policy. USFloors allows its retailers a limited license to use its trademarks, trade names, copyrights for images, graphic, logos and designs (“Merchandising Intellectual Property”), and requires that any advertising of USFloors products use only such approved Merchandising Intellectual Property. Any use of the Merchandising Intellectual Property must be in compliance with this Policy.
For purposes of this Policy, advertising a price lower than the MSRP includes all forms and any manner of advertising, including, but not limited to, mailings (physical or emailed), television, radio, streaming, print ads (inserts, magazines, newspapers, etc.), catalogs, displays at consumer exhibitions and shows, offering gift certificates or store credit in combination with USFloors’ product at a single price, where the value of the gift certificate or store credit results in an advertised price below MSRP, using a store-wide or other general discount that would result in an advertised price below MSRP, an online auction where the minimum displayed bid is less than MSRP. The display or advertising of a USFloors product on any website, including the retailer’s own website, or over the Internet is advertising subject to this Policy. Any price information relating to USFloors products on an Internet website which can be accessed directly through any hypertext link or by any other method which uses the hypertext transfer protocol (http) is considered to be advertising for purposes of this policy. USFloors will make the final decision on what it considers advertising subject to the Policy.
Regardless, each USFloors retailer is free to independently decide whether or not to follow this Policy and to determine its own resale prices. USFloors does not ask for, nor will it accept, any assurance of compliance or agreement from a retailer regarding this Policy, nor will USFloors discuss or negotiate any conditions on acceptance related to this Policy. The Policy is unilateral on the part of USFloors and is non-negotiable. Honoring the Policy by selling at or above unilateral MSRP is not communicating acceptance, compliance or agreement.
Restrictions on Internet Sales
The proprietary Navarre natural oil floors, Castle Combe Grande, Castle Combe Originals and Castle Combe West End natural oil floors may NOT be sold by retailers through an Internet website.
Bundling of USFloors Products
A retailer may not invoice a single price for an USFloors product bundled with other products. A retailer’s bundling of multiple USFloors products at a price that is less than the combined MSRPs is a violation of the Policy.
USFloors’ decision to discontinue supply of a product to a retailer due to a violation of this Policy will relate only to the specific product collection which was offered or sold below the unilateral MSRP provided for in this Policy. This may, in the discretion of USFloors, be followed by a written confirmation from USFloors to the headquarters of the retailer, provided USFloors has such a current address. If the Authorized Retailer has multiple outlets, USFloors’ decision to discontinue supply of a product will apply to the retailer at all locations.
Duration of Refusal to Sell
USFloors may unilaterally decide to review the retailer’s status after an independently determined period of time in the sole discretion of USFloors. If USFloors decides to reinstate the retailer, the retailer will be notified in writing.
USFloors’ Transshipment Policy
The sale of USFloors products to retailers is governed by the USFloors Standard Terms and Conditions of Sale. Retailers may not sell, transship or otherwise provide USFloors products to another for resale without prior, written authorization from USFloors. Any orders received that are requested to be shipped outside a retailer’s typical trading area will be subject to review.
a) Permitted Incentives. An Authorized Retailer may offer free or discounted freight, trim, molding or installation services in connection with the sale of USFloors products without being in violation of this Policy.
b) Registered Quotes for Commercial Projects and to Builder/Contractors: Registered quotes for large commercial projects or to builders/contractors that have been formally issued by USFloors for the purpose of bidding/selling a specific commercial project are exempt from this Policy. Quotes and/or invoices issued by our retailer directly to the builder/contractor and/or the builder/contractor’s customer must clearly identify:
i. Authorized Retailer Name
ii. Retailer’s Trade Name (business, government entity, builder, contractor, architect, etc.)
iii. Project Name
iv. Model# and Description
v. Quantity and Price
vi. Registered Quotation Number issued by USFloors
c) Employee Purchase Programs: Resale of product by an Authorized Retailer to its employees under an employee purchase program and by USFloors to its employees for the employee’s personal use is exempt from this policy.
d) Discontinued Product: When USFloors discontinues a product from the USFloors product collections, it will be removed from the guidelines of the UPP. The effective date of discontinuance will be supplied by the UPP Administrator.
Investigation of Possible Infractions
When USFloors receives credible information that a retailer has violated this Policy, USFloors will conduct an investigation to unilaterally determine if action is appropriate. This investigation may include contact with the retailer in question and the end consumer to gather facts to enable USFloors to reach its determination.
The only USFloors representative authorized by USFloors to answer questions regarding this Policy is the UPP Policy Administrator. Please submit all comments and questions in writing to:
|Mail:||UPP Policy Administrator|
|3580 Corporate Drive|
|Dalton, GA 30720 USA|
|Attention: Deborah Hardin, CCO|
No other USFloors representative or employee has authority to modify or alter this Policy. Should an Authorized Retailer learn of any modification or alteration of this Policy or an attempt to do so by a USFloors’ representative, the retailer should immediately notify the USFloors UPP Administrator in writing.
USFloors Minimum Advertised Price Policy
FOR CALIFORNIA AND MARYLAND
Effective November 1, 2015
USFloors, Inc. (“USFloors”) has adopted this Minimum Advertised Price (“MAP”) Policy (“MAP Policy” or “Policy”) for its retailers in California and Maryland because advertising plays a critical role in establishing the superior image and reputation for quality of the USFloors’ brand flooring products. USFloors believes this Policy is necessary to ensure the continued preservation of the premier image of the USFloors brand, the superior value of our product collections and to assist and encourage our valued Authorized Retailers to continue to provide effective marketing, access to excellent product installation, knowledgeable sales support and promotion of USFloors’ products.
To qualify as an Authorized Retailer, a retailer generally must have a physical retail location with a current USFloors products display, maintain an updated sample collection, have knowledgeable sales personnel and offer access to full service installation and warranty fulfillment. USFloors generally chooses not to sell to Internet-only retailers because of their inability to provide proper installation, knowledgeable personal marketing and follow-up support services, including warranty fulfillment. The flooring products market is highly competitive and USFloors wants to encourage its Authorized Retailers with physical locations to promote, display and sell our products to customers who actually experience our products in person. Free-riding by Internet retailers undercuts in-store sales efforts of our Authorized Retailers and is counter-productive to this goal.
Each USFloors retailer remains free to establish its own resale prices. However, USFloors may, without assuming any liability, cancel all orders and refuse to accept any new orders from any retailer for a product immediately following verification by USFloors to its satisfaction that the retailer has advertised the MAP product at a price less than the unilateral MAP (the MAP for a product is the minimum suggested retail price or “MSRP”) established by USFloors.
This Policy has also been implemented to license and enhance the value of the copyrights, copyrighted images and graphics and trademarks, logos and trade names of the USFloors’ MAP products (the “Intellectual Property”) provided by USFloors which must be used by retailers in any advertising of the MAP products.
This MAP Policy applies to all retailers of the MAP products who are selling in physical store locations or online to customers in their advertising and promotional efforts. A retailer’s choice to advertise and sell any of the USFloors’ products constitutes acknowledgement of this policy.
Restrictions on Use of Intellectual Property.
USFloors reserves the right to limit or refuse to permit the use of its Intellectual Property. No retailer may register or seek to register any domain names incorporating USFloors’ trademarks or trade names, or any variant thereof, with Network Solutions, Inc. or any other Internet domain name registration service throughout the world. No retailer may incorporate in whole or part any USFloors’ trademark or trade name, or any variant thereof, in its corporate or business name or in its trademarks, trade names or logos. Any use of the Intellectual Property in a retailer’s advertising must be in compliance with this MAP Policy.
Advertising Media Requirements and Exceptions.
Any retailer’s advertising showing the USFloors’ products may not advertise below (but may advertise above) the minimum advertised prices published by USFloors for such products. The Policy covers all forms and any manner of advertising, including, but not limited to, Internet search engines, pay-per-click (PPC) advertising, email or text marketing, online display advertising, social media marketing, search engine optimization (including page titles and descriptions), shopping feed and comparison shopping engine advertising, affiliate marketing, print advertising, radio advertising, TV advertising, billboard and public signage, catalogs, and direct mail marketing.
This MAP Policy applies only to advertised prices, and not the prices at which the USFloors products are actually sold by retailers. While USFloors reserves the right by this Policy unilaterally to provide guidelines on what minimum advertised prices may appear in any advertising for its products, each retailer is free to determine if it will comply with the MAP Policy. The potential consequences of a retailer’s failure to do so are discussed below. Regardless, a retailer is free to actually sell the USFloors products at any resale price it chooses without regard to this MAP Policy. This MAP Policy does not restrict in-store advertising or merchandising of a bricks-and-mortar retailer such as point-of-sale materials, in-store banners, shelf-talkers, pricing tags, ceiling hangers, price stickers, end-cap displays and window displays. Further, the MAP Policy does not restrict online promotional activity which discloses the actual selling price by means of mailed coupons, by instructing the customer to physically “call for price” (including using a toll free number), or to “email or text for price” (when a customer initiates an actual email or text exchange with the retailer), or by offering a discount which only appears in the shopping cart at the check-out of a website. USFloors will make the final decision on what it considers advertising subject to this Policy. The Policy will not apply to a USFloors designated promotion during a specified promotional period.
The proprietary Navarre natural oil floors, Castle Combe Grande, Castle Combe Originals and Castle Combe West End natural oil floors may NOT be advertised by retailers through the Internet or any website but may be advertised through other media.
Minimum Advertised Prices for Covered Products.
Minimum Advertised Prices (“MAP prices”) for the covered USFloors products are set forth in the USFloors MSRP/MAP Price List furnished to Authorized Retailers. It is a retailer’s responsibility to adhere to this MAP Policy and to monitor its own advertising compliance. Using outdated MAP prices in advertising will violate the MAP Policy if the prices are less than the current MAP prices.
USFloors reserves the right to periodically change this Policy, in its discretion, by means of publication on its website, www.usfloorsllc.com, with an effective date for same. USFloors will furnish Authorized Retailers with written notification of changes in MAP prices.
MAP Policy Violations.
It is a violation of the MAP Policy for a retailer to directly or indirectly advertise a MAP product at a price below the MAP price or to suggest that a covered product is being promoted at a price less than the MAP price, except as permitted by the MAP Policy.
In the event of any violation of this Policy by a retailer, USFloors will send a written or electronic notice of violation to the headquarters of the retailer, provided USFloors has a current address. If the violation continues, USFloors may choose, at its sole option, to cease supplying the applicable MAP products to the violating retailer at all of its locations at any time without written notice. USFloors reserves the absolute unilateral right to select and choose the retailers with which it will do business and the right to reject any purchase order from any retailer at any time for any or no reason.
Changes to MAP Policy.
This MAP Policy is unilaterally established by USFloors which means that it is one-sided and independent on the part of USFloors and that there is and will be no agreement between a retailer and USFloors with regard to it.
USFloors employees, salespeople, representatives and distributors are not authorized to discuss the resale pricing practices of retailers, or to discuss, modify or grant exceptions to this MAP Policy or to discuss with any retailers the advertising or sales practices of other retailers. USFloors does not solicit, demand or accept any assurances of compliance from a retailer with regard to this MAP policy.
Any questions or comments concerning the MAP Policy shall be directed in writing only to the USFloors MAP Administrator:
Deborah Hardin, CCO
3580 Corporate Drive
Dalton, Georgia, 30720 USA
Phone: (706) 278-9491