In order to preserve its reputation for providing customers with high-value products and strong  after-­sales support, and to further enhance the SIVEL + SHARP brand image and its competitiveness in the marketplace,  SIVEL + SHARP is unilaterally instituting a policy of price standards for SIVEL + SHARP products. This Minimum Advertised  Pricing Policy (“MAP Policy”) will become effective October 15 2018 and will apply to distributors and retailers, including   catalogs and internet retailers (collectively, “Resellers”), who resell SIVEL + SHARP products to end users located in the United  States or resells SIVEL + SHARP products to other countries with the main domicile of the retailer based in the United States.      SIVEL + SHARP greatly values the efforts of all Resellers to distribute SIVEL + SHARP products and support our customers. This MAP Policy is adopted for the benefit of all Resellers and will be uniformly enforced.      

This  MAP Policy  shall work under  the following guidelines:   

  1.  SIVEL + SHARP  will, from time to time, publish  Manufacturer’s Suggested Retail  Prices (MSRP) on its internet website, which may be amended or adjusted  by SIVEL + SHARP at any time in its sole discretion. Anything less than the MSRP will be a violation of this MAP  Policy. SIVEL + SHARP products not specifically identified with a MSRP are not subject to this MAP Policy.  

  1.  This  MAP Policy  applies to all  advertisements of  SIVEL + SHARP products  listed on the MAP Pricing  in any and all media, including,  but not limited to, flyers, posters,  coupons, mailers, inserts, newspapers, magazines,  catalogs, mail order catalogs, e­mail newsletters,  email solicitations, internet or similar electronic media,  television, radio, and public signage. This MAP Policy is not applicable to any  in-­store advertising that is displayed only in the store and not distributed to any customer (s).     

  1.  The inclusion  in advertising of  free or discounted products  (whether made by SIVEL + SHARP  or another manufacturer) with a product  covered by this MAP Policy would be contrary  to this MAP Policy if it has the effect of discounting  the advertised price of the covered SIVEL + SHARP product less  than the pricing floor.

  1.  If pricing is  displayed, any  strike-­through or other alteration of the MSRP that is paired with a discount price more than the pricing floor listed above is prohibited.     

  1.  This MAP Policy applies only to advertised prices and does not apply to the price at which  SIVEL + SHARP products are actually sold or offered for sale to an individual consumer within  Resellers’ retail location or over the telephone. Resellers remain free to sell these products at any prices they choose under these circumstances.      

  1.  This  MAP Policy does not establish maximum advertised  prices. All Resellers may offer SIVEL + SHARP products at any price in excess of the MSRP.      

  1.  Internet auctions may not display or have reserved bid or other acceptable prices less than the pricing floor.      

  1.  Pricing listed on  an Internet site is considered an “advertised price” and must adhere to this MAP  Policy. Once the pricing is associated with intent to purchase (added to shopping cart or order), the price becomes the selling price and is not bound by this  MAP Policy. Statements such as “add to basket to see price”, “we will match any price”, “call for price” or phrases of similar import are acceptable as long as the price advertised or listed for the products is not less than the pricing  floor. In addition, discounts applied at checkout to the entire order based on a customer’s purchasing history with the Reseller, such as discounts for “frequent shoppers”, do not violate this MAP Policy.

  1.  This  MAP Policy is solely  within SIVEL + SHARP discretion and authority acting through the duly authorized managers  of SIVEL + SHARP. or sales representative of SIVEL + SHARP has any authority to discuss, modify or grant exceptions to this  MAP Policy. Any representation or action by any employee, sales representative or persons not specifically authorized to discuss, modify or grant exceptions to this  MAP Policy under this paragraph is unauthorized and invalid. All questions about this MAP Policy should be in writing and directed to or via   U.S. Mail to SIVEL & SHARP, LLC 1390 Market St. Suite 200, PMB 30 San Francisco, CA 94102 , who will respond only in writing. No oral communications about this MAP Policy are authorized.  The MAP Policy Administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to Resellers regarding the policy and receiving any communications regarding sanctions imposed under  this MAP Policy. Any action taken by SIVEL + SHARP under this MAP Policy shall be without liability to SIVEL + SHARP.

  1.  From time to  time, SIVEL + SHARP may choose to offer special promotions on certain products.  In such an event, we reserve the right to modify or suspend this MAP Policy in whole or in part.  SIVEL + SHARP further reserves the right to adjust the MSRP with respect to all or certain products at its sole discretion.  Such changes shall apply equally to all Resellers.

  1.  Intentional and/ or failure to abide by this  MAP Policy will result in sanctions unilaterally imposed by SIVEL + SHARP.  The level of sanctions will be determined by SIVEL + SHARP in its sole discretion and may include indefinite termination of dealership or  distributorship. SIVEL + SHARP does not intend to do business with Resellers who degrade of SIVEL + SHARP and its products. SIVEL + SHARP need not provide prior notice or issue warnings before taking any action under this MAP  Policy.

  1.  Distributors of SIVEL + SHARP products will supply  a copy of this MAP Policy to any new or existing Reseller for their  records. I/ we hereby agree to the terms of the above MAP Policy in its  entirety.

Signature________________________________             Title_______________________________

Print  Name______________________________             Date_______________________________