Ruud Air Conditioning Division Internet Minimum Advertised Price Policy Canada

Effective July 1, 2020

Rheem Canada Ltd. (“Rheem”) is a leading air conditioning and heating equipment (“HVAC”) company in Canada. Rheem takes pride in its HVAC products’ reputation for quality and performance, and believes it is important that any entity that resells the products (“Reseller”) commits a substantial amount of time and other resources to learn, understand, support, and promote Rheem products. Accordingly, Rheem has unilaterally implemented this Rheem Canada Minimum Advertised Price Policy (the “Policy”) to encourage Rheem‘s Resellers to invest the requisite time and energy into Rheem‘s products, to remain competitive in the marketplace, to protect Rheem‘s image and family of brands and to ensure that the prices at which Rheem‘s products are advertised reflect the value and quality of those products.

1. Scope of this Policy

The HVAC products to which this Policy applies (the “Products”) are listed on the document entitled “Rheem Canada MAP Policy Price List”, the current version of which can be found at My.Rheem/My.Ruud (the “MAP List”). This Policy applies to all forms of advertising in media and the promotion of the Products by Resellers, including but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, print and Internet/online media (such as email newsletters, email solicitations, hypertext link, social networks, banner ads, retailer websites and third party websites) on fixed or mobile devices.

Please note that this Policy applies only to advertised prices and not to the price at which the Product is actually sold to an end customer. Resellers are free to decide independently whether to comply with this Policy and may sell the Products at any prices they choose. This Policy does not seek to control any Reseller‘s actual sales prices and applies only to the advertised prices of the Products.

This Policy does not constitute an agreement between any Reseller, Distributor (as defined below) or other party and Rheem. This Policy is administered unilaterally by Rheem, is non-negotiable and may not be modified by any person other than Rheem. All matters of formulation, interpretation and application of the terms of this Policy shall remain within the sole discretion of Rheem. Rheem does not seek consultation with any Reseller and Rheem will not negotiate with or enter into an agreement with any Reseller regarding this Policy or regarding the prices at which the Reseller will sell the Products. Please note that Rheem employees and representatives are not authorized to discuss any aspect of this Policy, including its meaning or interpretation. All inquiries regarding this Policy should be submitted in writing and directed to your local Rheem/Ruud Sales Manager.

Rheem may terminate, suspend or modify this Policy and/or the MAP List at any time in its sole discretion and without prior notice and Rheem will enforce this Policy in its sole discretion. It is each Reseller‘s responsibility to check My.Rheem/My.Ruud regularly so as to be aware of changes to this Policy or the MAP List, including without limitation changes to Products and minimum advertised prices.

2. Advertising Prices

It is a violation of this Policy for Resellers to advertise or otherwise promote the Products at a net price lower than the Rheem published minimum advertised price (the “MAP”) current at the time of the advertisement or promotion. Although Rheem is not directing any Reseller to require that its customers comply with this Policy, it is also a violation of this Policy for Resellers to sell the Products to any other person or entity that advertises or otherwise promotes the Products at a net price lower than the MAP.

Please note the following additional information about advertising and promotion of the Products:

• Resellers are free to advertise the Products at any price equal to or higher than the MAP.
• Resellers may advertise that customers may contact the Reseller to learn the actual sale price, using language such as “call for a price” or “email for a price”. For “call for a price” or “email for a price,” any response must be individualized and not an automated or auto-generated response.
• A price that can be seen on the Reseller‘s website by the user clicking on “add to shopping cart” or “click here to check out” functions of the website will not be considered by Rheem to be the advertised price and is therefore not covered by this Policy. However, website features such as “click for price”, automated “bounce-back” pricing e-mails, forms, and 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 thereby constitute advertising under this Policy.
• When shown on the same promotion or advertisement for a Product (such as a webpage or email), promotional gift cards, instant rebates and other promotional activities that effectively lower the advertised price below the MAP are a violation of this Policy.
• Applicable taxes paid by the Reseller‘s customer will not be included as part of the MAP.
• If the Products are offered as part of a package or bundle of products, then the advertised price for the package or bundle cannot be lower than the sum of the MAPs of the Products included in the package or bundle. If products without MAPs are included in the bundle, the value allocated to each product without a MAP is the manufacturer‘s suggested retail price for that product, or, if not applicable, the advertised price prior to any discounts on that product.
• The following actions by a Reseller will not be deemed to lower the effective advertised price of a Product covered by this Policy:
  • Rheem-sponsored rebate programs;
  • Offering of free shipping; and
  • Offering of no-interest financing.

3. Enforcement of this Policy

Upon verification by Rheem to its satisfaction that the Reseller has advertised or otherwise promoted a Product at a net price less than its MAP, Rheem in its sole discretion will take the following actions:

1^st Violation — Written notice to the Reseller;

2^nd Violation — Written notice to the Reseller and Rheem will place the Reseller on a list of prohibited Resellers for a period of 30 days; and

3^rd Violation within a rolling 12-month period — Rheem will permanently place the Reseller on a list of prohibited Resellers.

Additionally, Rheem may unilaterally impose sanctions against authorized wholesale distributors of Rheem HVAC products (“Distributors”) who supply Products to a Reseller while that Reseller is on the list of prohibited Resellers. Such sanctions may include, in Rheem‘s sole discretion, a reduction of the Distributor‘s Growth Development Program monies to a temporary or permanent cessation of sales to the Distributor of product for online resale.

Rheem will independently and unilaterally monitor and enforce compliance with this Policy. Neither Distributors nor Resellers will be involved in monitoring or investigating any actions of other Resellers or Distributors, and no Resellers or Distributors have any rights to enforce this Policy.  

Communications between Rheem and its Resellers or Distributors concerning issues of this Policy shall be deemed to be strictly confidential and disclosure to third-parties is not permitted.

Unless specifically stated otherwise, use of the singular includes the plural and use of the plural includes the singular.

Rheem appreciates your compliance with this Policy and thanks you for your continued support of Rheem HVAC products.