DIALED RETAILER TERMS, CONDITIONS & MAP POLICY

DIALED DISTRIBUTION DEALER TERMS AND CONDITIONS-

1.) (a) Retailer or Distributor agrees to all contractual terms and conditions as printed in the Dialed Distribution, LLC. (DIALED) retailer program and on each invoice issued as goods and services are delivered as well as the terms below: Pay balances in full, within the time limit specified on the invoice.

(b) The terms of this Agreement shall commence upon the signing of it by both parties and shall automatically renew for an additional one-year period on June 1st of each calendar year, unless terminated as provided herein. Dealer may terminate this Agreement by providing written notice not less than 30 days prior to the June 1st annual renewal date. DIALED may terminate this Agreement at any time, at its sole discretion as described herein. Dealer acknowledges that DIALED has no duty, expressed or implied, to renew this Agreement.

2.) All discounts and freight charges for which the retailer qualifies are deductible with on time payment. No such discounts or special pricing or freight charges are deductible when a payment is late regardless of terms specified in individual Retailer Guides.

3.) Credit terms are at the absolute discretion of Dialed Distribution, LLC. who may terminate, alter or deny terms without notice and cause.

4.) All past due accounts accrue interest at 1-1/2% per month on the declining unpaid balance. The accrual of interest does not authorize the Retailer to defer payment of any indebtedness beyond the credit terms stated herein.

5.) In the event of delinquency of any account, Retailer or Distributor agrees to pay all collection costs, reasonable attorney’s fees and court costs incurred in the collection of said account.

6.) If the terms and conditions are different on the invoice than was previously understood by the Retailer or Distributor, it is the responsibility of the Retailer or Distributor to notify Dialed Distribution of that misunderstanding within 15 days of date of invoice. Failure to do so will render the invoice an accurate document; payable within the terms stated on it.

7.) Goods refused upon delivery will incur a restocking fee of 10% of the wholesale price of the parts, plus any shipping costs incurred on the order. This amount will be due immediately.

8.) Retailer certifies by signing below that Dialed Distribution will leave the Retailer or Distributor in accordance with Title 16 CFR, part 1512 (CPSC regulations) and the current Barnett’s Bicycle Manual. Retailer agrees to defend and indemnify DIALED in all cases where it is alleged that a bicycle related injury was caused in whole or in part by an assembly issue or failure to follow Barnett’s Bicycle Manual. Dealer agrees that it shall not deliver any Dialed Distribution part to any customer unless Dealer is satisfied that the bicycle is properly assembled per industry standards and/or any DIALED instructions, adjusted, and reasonably safe for use by Dealer’s customer. Dealer is solely responsible to see that this work is performed in a proper and careful manner; to assure reasonable safety, owner and user satisfaction, and to protect Dealer and DIALED from lawsuits by owners and users of DIALED products.

9.) Will provide copy of consumer’s proof of purchase to Dialed Distribution in order to process a warranty claim.

10.) Provide all user’s/owner’s manuals or other instructions/warnings shipped with the product to all consumers purchasing DIALED products. At the time of sale, and as requested by DIALED or as noted in the owners/user manual, instruct purchasers on all points of operation. All of DIALED’s user manuals are located on their website at https://www.Dialedcomponents.com/pages/owners-manuals

11.) Provide an estimate of the costs of warranty/repair labor and warranty freight charges (to Dialed Distribution physical location without cost to DIALED unless DIALED agrees otherwise in writing) to all consumers prior to initiating the warranty review process.

12.) Maintain contact information for all purchasers of DIALED products for 5 years from the date of purchase. In the event of a recall, provide DIALED with written lists of all consumer names and contact information of those who purchased the item (within 15 days of a request from DIALED). Cooperate fully with DIALED and/or any government authorities with respect to any DIALED product recalls.

13.) Agree to receive all communications from DIALED via email, internet (i.e. via retailer login account at DIALED retailer site) and will advise DIALED within 30 days of any changes in phone, email or physical address.

14.) Failure to comply with Dialed Distribution terms and conditions will result in the loss of your dealership status, and loss of any earned discounts or freight allowances on unpaid invoices.

15.) To secure payment and performance of all obligations, Customer hereby grants Dialed Distribution, LLC (“DIALED”) a continuing purchase money security interest in all inventory, equipment, and goods manufactured by or distributed by DIALED, whenever sold, consigned, leased, rented or delivered, directly or indirectly, to or for the benefit of Customer by DIALED; wherever located, now owned and hereafter acquired including but not limited to all DIALED branded components; and all replacement parts, accessories and supplies including repossessions and returns; and all proceeds from the sale, lease or rental thereof; and all existing or subsequently arising accounts and accounts receivable, all books and records, and supporting obligations which may from time to time hereafter come into existence during the term of this Security Agreement. DIALED's purchase money security interest is explicitly limited to outstanding obligations between DIALED and Customer. Customer will maintain the Collateral in original condition but for the ordinary wear and tear, and will insure the Collateral against all expected risks. Customer agrees to maintain in force at all times a product liability insurance policy with a U.S. admitted carrier with limits of no less than one million dollars ($1,000,000) per occurrence. Customer shall maintain insurance on its inventory, adequate to cover the wholesale value of such inventory. Customer agrees to notify DIALED in the event of cancellation of coverage. Customer will not subject the Collateral to any adverse encumbrance or lien, or sale or other transfer other than as approved in writing by DIALED including through this Agreement. If Customer fails to timely make any payment, DIALED may repossess and remove any Product(s)from Customer with or without Notice. Customer will not locate the Collateral at any location other than as known to DIALED. Customer will promptly advise DIALED of any change of Customer's name or business nature, location, and business openings and closings. The following constitute Customer defaults: Non-payment in timely fashion of Customer’s indebtedness to DIALED, bankruptcy, insolvency, or assignment for the benefit of creditors; misrepresentation in respect of any provision of this or any Agreement between DIALED and Customer. In the event of default DIALED may declare all unpaid balances due and payable and or may require Customer to assemble the collateral and make it available to allow DIALED to take possession or dispose of the collateral. Customer authorizes Secured Party to file a UCC Financing Statement describing the collateral

16.) Dealer or Distributor agrees to diligently enforce and protect DIALED’s Minimum Advertised Price (MAP). If DIALED product is found to be sold at lower than MAP, DIALED reserves the write to terminate this agreement. DIALED will exercise a 2-warning rule for their MAP policy. After the second warning, the Agreement is duly terminated. Up to date MAP will always be listed for each product on DIALED’s website, www.Dialedcomponents.com.

 

DIALED DISTRIBUTION MAP POLICY

1. Introduction

As a high-end manufacturer of mountain biking components, Dialed Distribution, LLC (“DIALED”) is focused on maintaining high margins for our authorized reseller network. In recognition of the investment in time and resources required for our high-quality resellers to provide the level of customer service and product knowledge expected from our customers, DIALED is committed to enforcing policies which allow our resellers to maintain high profit margins through the sale of our products. We recognize that our success is tied to the success of our network of authorized resellers. We also know that our resellers invest significant time and resources to deliver an extraordinary customer experience. We want to protect their ability to do so, while at the same time discouraging price-based advertising that would be detrimental to our authorized resellers’ service and support efforts. As a result, DIALED has established this Minimum Advertised Price (MAP) Policy that authorized resellers must follow for the advertising and marketing of DIALED products.

2. Policy Statement

DIALED, in its sole discretion, reserves the right to discontinue doing business with any reseller that advertises any product(s) covered by this MAP policy at a price lower than the MAP.

3. Dialed Distribution’ MAP Policy Guidelines for Dialed Distribution Products

MAP pricing for all DIALED products can be found on your current price list. All advertised prices must be at or above MAP for all DIALED products if a MAP price has been established by DIALED. Resellers are not required to list prices in advertising. If a price is listed in an advertisement it must be at or above MAP. Other statements such as “call for price” or “call for quote” are acceptable and permitted. Resellers are also responsible for ensuring their DIALED pricing is at or above MAP on internet search engines. Resellers are free to set the actual resale price of any product as long as it is at or above MAP price given the most recent publication of the price list. DIALED’s MAP policy for all DIALED products apply to advertising placements, including but not limited to: print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, social media ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons.

From time to time, DIALED may permit resellers to advertise MAP Products at prices lower than the MAP price. In such events, DIALED reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing notice to all resellers of such changes. If resellers notice a MAP price drop from DIALED, they are encouraged to reach out for clarification.

Pricing Statements

DIALED’s MAP Policy does allow resellers to omit pricing entirely from advertisements and/or advertisement statements such as “Call for Price” or “Call for Quote.”

Free Offers Associated with DIALED Product

Free shipping and/or handling, 0% sales tax, or free financing promotions do not violate the MAP.

All DIALED Products Price Matching Policies

Price matching policies are acceptable. Price matching cannot be used as a valid reason for violations of DIALED’s MAP Policy. Advertised price must always be at MAP or higher.

4. Bundling Guidelines

“Bundling” or advertising DIALED products for sale together with other products will violate this MAP policy when:

1. the effective or stated price of the bundle represents a discount of greater than 15% of the MAP; or
2. the product(s) bundled with MAP products violate DIALED’s Intellectual Property rights; or
3. the product(s) bundled with MAP products include words, packaging, graphics, or other indicia which may create customer confusion as to the source of the product(s); or
4. the effective or stated discount is greater than 15% of the highest priced item in the bundle.

Product(s) bundled with the MAP products must not, without conspicuous warning, be:

1. technically incompatible; or
2. create or encourage additional risk of damage, bodily injury, or death to the customer if used together

Rebate programs from DIALED, whether on MAP products or otherwise, are exempt from this policy.

5. Failure to Comply with the MAP Policy

At the sole discretion of DIALED, failure to comply with MAP, intentional and/or repeated failure to abide, may result in the immediate loss of Authorized Reseller status and your ability to purchase all DIALED products both direct as well as through distribution.

6. Policy Enforcement

If a dealer with multiple store locations violates this MAP policy at any one store or location, or any associated website, then DIALED will consider this to be a violation by the dealer.

DIALED reserves the right to cancel any pending orders, restrict future orders, or suspend dealers’ account if DIALED reasonably believes:

1. a dealer has violated the provisions of this policy; or
2. a dealer intends to violate this policy.

DIALED is solely responsible for determining whether a MAP violation has occurred, as well as determining appropriate penalties.

Waivers to this policy may be granted in DIALED’s sole discretion in writing. In the event that DIALED grants a waiver to this MAP policy, dealers must strictly adhere to the waiver letter. Deviation from the terms of the waiver letter is a violation of the MAP policy.

Dealers are expected to provide reasonable cooperation in any DIALED investigations regarding potential MAP policy violations. Hindering, obstructing or delaying MAP policy investigations is a violation of this MAP policy.

This MAP policy will be enforced by DIALED in its sole discretion and without notice. Dealers, distributors and resellers have no right to enforce the MAP policy. Policy violations may result in sanctions up to and including termination of our business relationship, as well as available remedies at law.

***DIALED will periodically issue new pricing lists. Pricing must be updated immediately upon receipt.***

MAP Policy Confirmation Agreement

DIALED places great value on the efforts of all resellers to represent our products and support their customers. Our MAP policy is intended to encourage competition for the sale of DIALED products in a manner that is consistent with the long-term interests of our customers. We are sure that you share our commitment to customer satisfaction and as such, we ask that you acknowledge by signing this MAP confirmation agreement.

Thank you for your prompt attention to this matter, and your continued support for DIALED products.