Grill Sergeant MAP (Minimum Advertised Price) Policy

Grill Sergeant is committed to producing the finest quality Grilling and Smoking Tools and Accessories (Products) in the industry and to sell these Products, in part, through a network of high quality authorized dealers. We have also made it our objective to build and maintain an excellent reputation with our authorized dealers and a highly respected brand image with the consumer. To maintain this reputation and brand image, enable us to best position our products against those of our competitors, add brand value and enhance dealer marketing flexibility, we are announcing, in this policy, terms and conditions that dealers will be required to meet in order to become and remain authorized dealers of Grill Sergeant.

We are aware that a significant portion of the Grill Sergeant dealer network invests a great deal of effort and resources in the marketing of our Products. This investment is only justified if we continue to offer superior products that our dealers can sell at a fair price so as to build consumer demand and generate solid profitability for themselves. Therefore, in order for our Products to be successful, we must continue to recognize and encourage those dealers that offer superior customer service and broad product selection and we must take steps to curtail free riding by certain dealers on the investment being made by other dealers. The achievement of this objective and enhancement of our ability to reach consumers in all markets requires the adoption of this Policy, with which all authorized dealers selling Grill Sergeant Products will be expected to comply.

While there are many factors involved in Grill Sergeant’s designation of authorized dealers, compliance with this Policy will be an important consideration. In addition, we expect our authorized dealers to a) provide superior service and product support, b) position our Products as premium quality products, c) aggressively promote the Grill Sergeant brand image and the features and benefits of the Products, d) comply with all applicable laws and good business ethics, and e) comply with the guidelines and restrictions announced from time to time by Grill Sergeant for the marketing of our Products.

MAP GUIDELINES:

We have implemented these Guidelines to ensure that our Products maintain the highest point of sale value, allowing our authorized dealers to provide the superior service and product support expected and of valued by Grill Sergeant’s customers. We have unilaterally adopted these Guidelines and will sell Grill Sergeant Products only to those authorized dealers who, in the sole and independent discretion of Grill Sergeant, advertise and sell the Products at or above minimum advertised prices which we announce from time to time. These Guidelines do not represent a contract or an offer of a contract or agreement. We are not asking for, and will not accept, any agreement about a dealer’s compliance with these Guidelines. This Pricing Policy simply describes conditions under which we may, in our sole discretion, choose to sell to a dealer.

Among the advertising guidelines and restrictions with which Grill Sergeant expects its authorized dealers to comply are the following:

• Products are not to be advertised at a price less than the Minimum Advertised Price (“MAP”) guidelines announced from time to time by Grill Sergeant for each of the products in Grill Sergeant’s “Current Product MAP” list.
• Products are to be sold at a price greater than or equal to Grill Sergeant’s minimum advertised price announced from time to time by Grill Sergeant for each of the Products in Grill Sergeant’s “Current Product MAP” list. Sales of Products will be in compliance with this Pricing Policy if the total amount of the sale of each product, before shipping and handling charges, is equal to or greater than the applicable minimum advertised price.
• Whenever a Product is featured in advertising (as defined below), the minimum advertised price or a price greater than the minimum advertised price must be listed next to it.
• Products are not to be sold or marketed in a manner that, in Grill Sergeant’s sole judgment, disparages or injures Grill Sergeant or its Products or is otherwise contrary to the brand image Grill Sergeant has developed for its PerformanceProducts.
• Products are not to be used in an illegal, deceptive, undesirable or improper manner including, but not limited to, using a Product as a “loss leader,” engaging in “bait and switch” tactics, negative selling practices, or false advertising.
• For the purpose of the MAP policy, “advertising” means and includes the placing of any advertisement or promotion a) through television or radio or in print media including newspapers, magazines, catalogs, brochures, flyers or circulars (including direct mail flyers or circulars sent to customers), b) over the Internet on the dealer’s website or any other website or c) through the use of information distribution method that solicits consumer interest in a listed product.

The following are examples of the types of offers that will be deemed to be advertisement of the Products below minimum advertised price:

• Click for Price, Call for Price, Beat any Price, Discount, Sale, Membership Discounts or similar promotions where the price provided is below minimum advertised price.
• Any means by which a user may electronically receive or discover a dealer’s discounted price electronically, where such discounted price is below minimum advertised price including but not limited to; Free add-on products or services.
• In all cases where a Gift with Purchase is offered on a Grill Sergeant Product, this may never include an item deemed to be from a competitor of Grill Sergeant.
• Any suggestion that calling the dealer/internet company will result in a lower price than the minimum advertised price listed on the site or advertisement.
• Pre-established discounts, coupons or codes at checkout, which provide a net price below minimum advertised price.
• Any discount promotions or coupons from Dealer which provide a net offering price below the minimum advertised price must state that all Grill Sergeant products are excluded unless otherwise approved by Grill Sergeant.
• Advertising or promoting Products with add-ons, giveaways or rebates where the net effect is to provide a net offering price below minimum advertised price.
• Inclusion of the Products in rewards and/or other cash-back programs where the net effect is to provide a net offering price below minimum advertised price.
• Use of advertising phrases, which, in Grill Sergeant’s sole discretion, communicate non- compliance with this minimum advertised price Policy.

Any examples set forth above are not to be understood as the full scope of practices that will be found to be in violation of Grill Sergeant’s minimum advertised price Policy but are rather given as examples of such activities. Grill Sergeant will review any policy or practice adopted by a dealer, which Grill Sergeant believes may have the effect of violating the minimum advertised price Policy and will, in its sole discretion, make a determination as to whether such policy or practice is in violation.

In the event a dealer chooses to run a promotion which is not intended to include Grill Sergeant Products, this must be clearly referenced and called-out in all advertising distribution.

Grill Sergeant may, from time to time, in its sole discretion, announce promotional opportunities for Products that may include a discount or give-away value that results in net advertised price below the minimum advertised price. The participation by an authorized dealer within the guidelines of such authorized promotions will not be deemed to be a violation of this Policy.

If Grill Sergeant determines that a dealer has taken any action inconsistent with this minimum advertised price Policy, then Grill Sergeant will, in its sole discretion, take one of the following actions:

• Cancel all orders from that dealer and refuse to accept any new orders for a minimum of 30 days on the product in which MAP was violated.
• Cancel all orders from that dealer and refuse to accept any new orders for a minimum of 60 days.
• Suspend future business with the dealer for 12 months or longer.

DISTRIBUTION GUIDELINES:

US dealers are authorized to sell, distribute and ship Grill Sergeant Products solely to end-use consumers, unless otherwise authorized in advance by Grill Sergeant. US dealers who have been approved to re-sell Products to other distributors or retailers must report, on a schedule set by Grill Sergeant, the name of each such customer and the quantity of each type of Product sold to said customer. In these cases where distribution of Grill Sergeant Products outside of the US has been approved in writing, Grill Sergeant shall reserve the right to restrict dealers from distributing products into certain territories.

STORE LOCATIONS:

Grill Sergeant sells to US dealers who either operate brick and mortar specialty stores, or who advertise, sell, distribute and ship Products via their individual or corporate owned and operated websites. Each dealer store must disclose information regarding such store to Grill Sergeant on and after the date of this Policy and obtain approval of that store by Grill Sergeant. Grill Sergeant reserves the right to discontinue selling to a US dealer who does not obtain approval of an existing store or any new store location. Dealers operating specialty store are in a unique position to provide information, support and service to customers, and thus are prohibited from selling in other channels, including without limitation catalog and Internet.

E-COMMERCE GUIDELINES:

Any dealer wishing to sell Grill Sergeant Products via the internet on his/her own registered site (Distribution on any site other than your own website is not allowed) must be an approved “E- Commerce Partner.”

1. E-Commerce Partners must maintain “Shopping Cart” technology that allows for the purchase of Products at any time by any consumer. This includes a) providing a secure consumer website for all transactions on line approval and verification of sale; and b) ensuring consumer privacy and fraud protection.
2. E-Commerce Partners must have a product presentation website as provided in these E- Commerce Guidelines and consumer education information must be available for each Product listed on the website. This includes, but is not limited to a) a full graphic image of the Product; b) Grill Sergeant’s specifications on each Product; and c) an explanation of Grill Sergeant’s key performance technologies. This will serve to enhance the consumer experience for Products, as well as maintain the integrity of Products. “Linking” to the Grill Sergeant websites for specifications, graphic images or other basic consumer education information that Grill Sergeant deems necessary to sell Products online is prohibited. Downloading this information (from the Grill Sergeant website) for placement/availability on the E-Commerce Partner’s website is permitted with Grill Sergeant’s prior approval.
3. E-Commerce Partners may advertise and distribute Grill Sergeant Products that are new only. Any requests to sell used Grill Sergeant Products must be approved by Grill Sergeant in advance.
4. E-Commerce Partners must have the capability for email and consumer information retention, as well as the capability to distribute information to their consumer database. Grill Sergeant will work with each E-Commerce Partner in regard to direct-to-consumer emails to announce and/or feature designated Products agreed to by both the E- Commerce Partner and Grill Sergeant.
5. E-Commerce Partners must maintain their Grill Sergeant accounts in good financial standing and not be in violation of Grill Sergeant’s Pricing Policy, Distribution Guidelines or any other established Grill Sergeant policy, including these E-Commerce Guidelines.
6. E-Commerce Partners must commit to agreed inventory levels on all Grill Sergeant Products that are considered “in-line”.
7. E-Commerce Partners must commit to a reasonable minimum level of total business, to be determined on a year-to-year basis, in Products (at wholesale value). If an E-Commerce Partner fails to meet the minimum level of total business, Grill Sergeant reserves the right to remove its account as an approved E-Commerce Partner.
8. Grill Sergeant reserves the right to approve any website of any Grill Sergeant E-Commerce Partner with regard to these E-Commerce Guidelines or Grill Sergeant’s own expectations of product presentation and the consumer experience on an E-Commerce Partner’s website.

SALES VIA THIRD PARTIES:

1. No approved Grill Sergeant partner may sell Products through the use of a third party location or website (e.g., Amazon, eBay, Sears, Wal-Mart or any other website not owned by the E-Commerce Partner).

CONFIDENTIALITY:

The terms of this Policy are the confidential information of Grill Sergeant and shall be kept confidential by each dealer. Any pricing information, including but not limited to prices, quotes, and discounts, for Products sold, or offered for sale, to a dealer by Grill Sergeant is the confidential information of Grill Sergeant and shall be kept confidential by the dealer. In the event Grill Sergeant determines in its sole discretion that a dealer disclosed or discussed confidential information of Grill Sergeant, such disclosure or discussion shall be a violation of this Policy and Grill Sergeant may take whatever action it deems appropriate, in its sole discretion, including but not limited to cancelling orders of such dealer, suspending future business with such dealer, or cancelling such dealer’s status as an authorized dealer or E-Commerce Partner.

CHANGES TO POLICY AND QUESTIONS:

This Policy is a unilateral policy of Grill Sergeant and is subject to change at any time, at Grill Sergeant’s sole discretion, upon notice to dealers. It is not a contract, or an offer to form a contract. Grill Sergeant does not ask for, and will not accept any offer of agreement or commitment from a dealer regarding compliance with, or acceptance of this Policy and does not solicit, will not accept and will not respond to information from a dealer about the compliance or non-compliance of any other dealer with this Policy. No one, other than Grill Sergeant senior management, may adjust or change the content of this Policy. All non-senior management Grill Sergeant employees are strictly prohibited from discussing this Policy or retail pricing practices with any dealer and all Grill Sergeant employees are strictly prohibited from seeking or accepting any assurance of dealer compliance with this Policy. Furthermore, all non-senior management Grill Sergeant employees have been instructed to limit their activities with respect to this Policy to distributing a copy of the Policy to authorized dealers. All questions regarding this Policy should be directed, in writing, to Grill Sergeant’s legal counsel (address available upon request).