BodyBio, Inc. (“BodyBio”) has unilaterally adopted a minimum advertised price policy (the “Policy”) applicable to all BodyBio distributors, resellers, and health care practitioners (collectively, “Resellers”) as of September 14, 2016 for the products designated by BodyBio from time to time (the “Products”). The Policy is being implemented to help insure the long-term viability of the BodyBio brand and to protect the investment and the margins of the Resellers that provide valuable product assistance and support to their customers.
BodyBio shall from time to time unilaterally establish a minimum advertised price for the Products (“MAP”). Pursuant to the Policy, the Resellers may not advertise or otherwise promote the Products at a net price less than MAP and may not sell the Products to any other person or entity which advertises or otherwise promotes the Products at a net price less than MAP. BodyBio will cancel all orders and refuse to accept any new orders from any Reseller for the Product immediately following verification by BodyBio to its reasonable satisfaction that the Reseller has advertised or otherwise promoted a Product or the Products at a net price less than MAP or the Reseller has sold a Product or the Products to a person or entity which advertised or otherwise promoted a Product or the Products at a net price less than MAP. Once BodyBio has decided to cancel all orders for the Products and not to accept new orders for the Products, BodyBio will never again sell the Products to the Reseller while the Policy remains in effect.
For the purposes of the Policy, the “net price” shall mean the published or advertised price that the Reseller makes the Product available to its customers taking into account all discounts, deductions, rebates, allowances, credits, charges, the separate price of products bundled with the Products by the Reseller, coupons, premiums, promotions, free goods and services and gifts offered with the Product. Customer paid taxes shall not be included in the determination of the “net price.” The Policy does not apply to close out, discontinued, or non-current Products.
The Policy is subject to change or cancellation at any time by BodyBio. BodyBio will provide the Resellers with at least thirty (30) days’ notice of any change or cancellation of the Policy.
The Resellers are not required to list prices in advertising. If a price is listed in an advertisement or promotion, the net price must be at or above MAP. Statements such as “call for price” and “call for quote” are acceptable.
BodyBio shall communicate to the Resellers the list of Products subject to the Policy. MAP shall be communicated to the Resellers on the BodyBio price list, as may be updated from time-to-time.