Pedego Canada (Voltage Bikes Ltd) Minimum Advertised Price (MAP) Policy

This following policy is intended to strengthen and protect our businesses.

1. Introduction

Voltage Bikes Ltd (trading as Pedego Canada) (“Pedego”) recognizes that many of our product dealers, distributors and resellers invest significant time and resources to deliver an extraordinary customer experience in the advertising and promotion of its branded electric bicycles, parts, and accessories (herein “Pedego Products”) in Canada by its dealers. Pedego reserves the right to modify, from time to time, the Pedego Products governed by this policy. This updated Minimum Advertised Pricing Policy (“MAP Policy”) will become effective January 1, 2017 and will apply to all, dealers, distributors and retailers, including catalogs and internet retailers (collectively, “Resellers”), who resell Pedego Products to consumers located in Canada. Resellers are responsible for their compliance with this MAP Policy.

We recognize that our dealers must invest significant time and resources to market, advertise and deliver Pedego Products in order to provide a high-quality customer experience, such as by investing in showrooms and in hiring and training knowledgeable employees. We believe it is in best interest of all of our dealers to establish policies that support these efforts.

2. Policy

To protect the investment of our dealers and our own brand reputation, we have unilaterally adopted a Minimum Advertised Price Policy (“MAP Policy”). We established this MAP Policy recognizing that advertising and sales practices focusing primarily on price could harm the service and support efforts of our dealers and our own competitive position. Such activities can be detrimental to Pedego’s brand, reputation and competitiveness, and allow some dealers to take advantage of the service and support efforts of others. Pedego believes that these practices are unfair and wishes to discourage them.

Accordingly, Pedego, in its sole discretion, reserves the right to discontinue doing business with any dealer or reseller (as to the Pedego Products covered by this MAP Policy, that advertises any Pedego Product below its MAP price. Pedego is confident that this program will strengthen its competitiveness and benefit all of its resellers.

Pedego recognizes that dealers are free to make their own decisions to advertise and sell any Pedego Product at any price they choose, without consulting or advising Pedego. Similarly, Pedego will exercise its right to make its own decisions regarding the Pedego Authorized Reseller Program, marketing materials, product allocation, point of sale displays, new product availability, or future promotional, joint marketing or sponsorship programs. This MAP Policy solely applies to advertised prices, not the price at which Pedego Products are actually sold or offered for sale to an individual in-store or via the telephone.

3. Notification

Pedego will notify dealers of the minimum advertised price for Pedego Products on the current wholesale price list. The Minimum Advertising Price (MAP) is the same as the Manufacturer’s Suggested Retail Price (MSRP).

4. Advertising Restrictions

Dealers shall not advertise Pedego Products at prices lower than MAP prices in any format whatsoever, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage. Website features such as “click for price,” automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by the Reseller (rather than by the customer) and constitutes “advertising” under the MAP Policy. This MAP Policy also applies to any activity, which Pedego determines in its sole discretion, is designed or intended to circumvent the intent of the MAP Policy. It shall not be a violation of this MAP Policy to advertise that a customer “call for price” or “ e-mail for price,” or to use similar language with respect to Pedego Products, so long the Reseller does not include any advertised price lower than MAP and otherwise complies with this policy. Statements of the ‘we will beat any competitor’s advertised price …’ type do not conform to MAP Policy. MAP Policy does not apply to used bikes. Any advertised discounts or prices that are below MAP for used bikes must include an accompanying statement confirming they are for used bikes. For example, discounts on ‘selected models’ would not comply with MAP Policy if the discounts advertised were outside MAP. Discounts below MAP on previous year’s models may only be advertised if there is a full model change announced by Pedego e.g. Interceptor II to Interceptor III.

From time to time, Pedego may, in its sole discretion, permit Resellers to advertise MAP Products at prices lower than the MAP retail price. In such events, Pedego reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.

5. Manufacture Rebates

From time to time Pedego may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that (a) the advertisement include a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; (b) an asterisk is placed next to the net price after manufacturer’s rebate; and (c) the “*After manufacturer’s rebate” appears in the same area of the advertisement as the advertised Pedego Product.

6. Free Parts and Accessories

It shall be a violation of the MAP Policy to include in any advertising for Pedego Products any bundled free parts, accessories, or any other form of “gift”.

7. Additional Discount Restrictions

It shall be a violation of the MAP Policy to include in any advertised pricing for Pedego Products any additional discount, coupon, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate advertised price reduction, where the cumulative effect would be to reduce the advertised price of any product below the MAP. Customer loyalty programs that offer discounts or gift cards towards later purchases are generally accepted.

8. Non-Advertised Dealer Pricing

Dealers remain free to establish their own resale prices for all Pedego Products. The MAP Policy applies only to advertised prices and does not apply to prices at which Pedego Products are: (a) actually sold, or (b) offered for sale to an individual customer within the retail location(s) of the dealer, or, over the telephone, electronic mail sent in direct response to a customer inquiry, or advertised in retail store.

9. Policy Enforcement

Pedego monitors the advertised prices of Resellers, either directly or via the use of 3rd party agencies or tools. Resellers are expected to provide reasonable cooperation in any Pedego investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Pedego MAP Policy investigation is a violation of this MAP Policy. Pedego reserves the right to cancel any pending orders, restrict future orders, or suspend dealers’ account if Pedego, in its sole discretion, believes:
i. a dealer has violated the provisions of this policy; or
ii. a dealer intends to violate this policy.

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

This MAP Policy will be enforced by Pedego, in its sole discretion and without notice. Resellers have no right to enforce the MAP Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including immediate termination of our business relationship and canceling of any pending orders, as well as any available remedies at law.

10. Modifications

The minimum advertised price for Pedego Products is established by Pedego, and it may be modified or discontinued in whole or part by Pedego at any time and in its sole discretion. Pedego reserves the right to adjust or change the minimum advertised price at any time throughout the model year.

11. Miscellaneous

This MAP Policy is unilateral and expresses the terms upon which Pedego will deal with its dealers. In addition, Pedego neither solicits, nor will it accept, any agreement with respect to or assurance of compliance with the MAP Policy. Notwithstanding anything to the contrary which may be expressed or implied in or by one or more agreements between dealer and Pedego, nothing herein shall constitute an agreement by such dealer to comply with the MAP Policy.