Purpose
Key Apparel has strong brand recognition and high perceived value. Key Apparel, as the manufacturer of KEY, Polar King, KEY FR and KEY HI-VIS (collectively “KEY”) , has a strong interest in ensuring that its direct customers and the re-selling entities they sell to (together and individually “Resellers”) provide superior service and tangible product presentation, aggressively promote the KEY premium brand image, and demonstrate product performance, features and benefits. The purpose of this Internet Minimum Advertised Price Policy (“IMAP Policy”) is to set the minimum price levels at which Resellers may advertise on the internet specified products manufactured by Key Apparel. Certain online advertisements can cheapen the quality brand image that Key Apparel has worked hard to develop. Maintaining the IMAP helps Key Apparel better compete in the marketplace against other brands by protecting against unintended and inconsistent marketing messages that can diminish the brand in its product markets and, therefore, negatively affect investment in the brand and promotion of the brand by Key Apparel and Resellers.
Application
Key Apparel will unilaterally refuse to sell to Resellers who violate this IMAP by advertising any KEY product at prices below the Internet Minimum Advertised Price (the “IMAP Price”), which shall be the current price published on the Key Apparel IMAP Price Sheet. This IMAP Policy applies to all Resellers in the United States and to advertisements on the internet only. Internet advertisements include prices listed on a Reseller's website, internet or website banners, search engines, and online coupons or vouchers. This IMAP Policy does not apply to non-internet advertisements, such as local mailers, printed coupons or advertisements, television or radio advertising, or email promotions to customer lists. Key Apparel reserves the right, in its sole discretion, to amend, modify, suspend or cancel this IMAP Policy at any time. Key Apparel also reserves the right, in its sole discretion, to revise the Key Apparel IMAP Price Sheet at any time. Key Apparel will provide Sellers at least 30 days’ notice of changes to the Key Apparel IMAP Price Sheet. Key Apparel may unilaterally determine that certain products will be excluded from this IMAP Policy, such as distressed, discontinued, or closeout items. Any items that Key Apparel determines should be excluded from the IMAP Policy will be clearly identified by Key Apparel as excluded on the Key Apparel IMAP Price Sheet.
Internet advertising that includes coupons, rebates or other discounts—including a percentage or dollar amount discount of any type, bundles, or loyalty discounts—that bring the advertised price for an Key Apparel product below the IMAP Price will constitute a violation of this IMAP Policy. It is a violation of this IMAP Policy to include a Key Apparel product in an internet advertisement that suggests that a storewide sale (e.g., 10% off entire order or 10% off all items) is applicable to a Key Apparel product.
Resellers are not prohibited from selling below the IMAP Price and are free to disclose a lower price in response to unsolicited customer requests that Resellers receive via electronic means, including email or instant message. The prohibition on below-IMAP Price advertising applies to all publicly accessible levels/pages on a website or platform, other than pages associated with an intent to purchase, such as a customer’s “shopping cart” page or a purchase confirmation page.
Unilateral Policy
Key Apparel adopted and enforces this IMAP Policy unilaterally. Key Apparel has not sought and will not seek any agreement from any Reseller to comply with this IMAP Policy, and nothing in this IMAP Policy shall constitute an agreement between Key Apparel and any Reseller or other party. Key Apparel will not alter or grant exceptions to this IMAP Policy for any Reseller. Key Apparel has not and will not solicit, consider or otherwise entertain suggestions, comments or reports regarding this IMAP Policy, the IMAP Price, or the Key Apparel IMAP Price List from Resellers or any other party. Key Apparel sales personnel and other employees have no authority to modify or grant exceptions to this IMAP Policy, and all Key Apparel personnel have been instructed not to discuss this IMAP Policy outside of Key Apparel. Please do not attempt to discuss this IMAP Policy with Key Apparel personnel or sales representatives or communicate complaints regarding this IMAP Policy to Key Apparel personnel or sales representatives. Any questions regarding this IMAP should be directed to:
George Yaghmour
VP Sales and Marketing
400 Marble Road Fort Scott, KS 66701
george@keyapparel.com
620-223-2000x340
Enforcement
Key Apparel (or a third party hired by Key Apparel) will unilaterally monitor this IMAP Policy, and Key Apparel will unilaterally enforce this IMAP Policy. Key Apparel will decide in its sole, unilateral discretion whether Reseller advertising violate this IMAP Policy. Key Apparel will not solicit or accept any communications from any Reseller regarding possible violations of this IMAP Policy by any other Reseller.
Violations
Key Apparel has unilaterally adopted the following penalties for violations of this IMAP Policy:
• The first violation will result in a written warning.
• The second violation will result in a one-month suspension from purchasing Key Apparel products.
• The third violation will result in the loss of ability to buy Key Apparel products.
CORE/9990000.5858/163476732.1
Effective Date
This IMAP Policy will become effective on January 1, 2021.
