MAP Policy

Unilateral Minimum Advertised Price Policy 

Updated October 2024

Introduction

Effective October 18, 2024, a Minimum Advertised Price (“MAP”) on all Primal Pet Foods, Inc. (“Primal”) products will be in effect. Primal produces a premium line of raw and minimally processed food, toppers, treats and chews for pets around the globe. Primal has built a distribution network of independent distributors and retailers across the world who provide exceptional service and educate discerning pet parents on the quality and benefits of our products. To continue supporting our sales partners’ exceptional service, education and product promotional efforts, to help avoid compromising the unique, premium nature and brand positioning of Primal products, and to help preserve reseller competitiveness in the marketplace, Primal has unilaterally established and will enforce this Unilateral Minimum Advertised Price Policy (the “MAP Policy”) for all Primal products sold or resold in all marketplaces.

MAP Policy Statement

Primal, in its sole and absolute discretion, reserves the right to alter, including to limit, suspend or discontinue business with any distributor, wholesaler, retailer or e-tailer (collectively “Reseller(s)”) that explicitly or implicitly advertises any Primal product at a price lower than Primal’s MAP for that product. Resellers must ensure their continuous compliance with MAP pricing in all advertisements for Primal products. This MAP Policy applies to all Resellers at every level of the distribution chain. Any Reseller purchasing Primal’s products will automatically be subject to the terms of this MAP Policy. Primal sales representatives may provide a copy of this MAP Policy to any new (or existing) Reseller. This MAP policy also applies to any activity which Primal determines is designed or intended to circumvent this MAP Policy. This MAP Policy is not an agreement. This MAP Policy is not negotiable. This MAP Policy does not apply to Primal’s own advertising of its products.

General

  1. Primal recognizes that Resellers are free to make their own decisions to advertise and sell any product at any price they choose, without advising Primal and without its involvement.
  2. This MAP Policy applies only to advertised prices, not the prices at which Primal products are actually sold.
  3. For purposes of this MAP Policy, an “advertisement” includes any print or electronic media of any kind and any other manner of promotion including first-and third-party websites, web banners and pop-ups, social media (e.g., Facebook, Instagram, Twitter), emails, blogs, chat, video, newspapers, magazines, flyers, brochures, posters, postcards, coupons, catalogs, billboards, television and radio ads, and other distributed promotional materials of every nature and in every medium. This MAP Policy does not apply to lower-than-MAP prices that may be available at a Reseller’s point of sale such as in-store or in response to customer-initiated email or telephone purchase inquiries.
  4. Primal sales personnel and other employees have no authority to interpret, modify or grant exceptions to this MAP Policy. Questions about Primal’s MAP Policy, its coverage or application or the published MAP for any Primal product must be by email directed to Primal’s MAP Administrator only at [email protected].
  5. Primal may in its sole and absolute discretion revise, suspend or discontinue this MAP Policy in whole or in part at any time, with or without notice.

Examples of Prohibited Advertisements Under This MAP Policy

  1. Website features such as “click for price,” automated “bounce-back” pricing e-mails, preformatted e-mail responses, forms and automatic price displays for items prior to being placed in a customer’s internet shopping cart, and other similar features, are considered to be communications initiated by the Reseller and are “advertisements” under this MAP Policy.
  2. Advertisements offering discounts below the MAP not specifically permitted under Section 3 below, whether presented as a percent off the price, dollars off the price, a non-tax rebate, or other discount.
  3. E-Bay and Other Auction Websites: “Buy it Now” options must be listed at a price equal to the MAP or greater. For auctions, including “Best Offer” auctions, any Reseller-set opening bid, if any, must be at the MAP (or higher).
  4. Any permitted advertisement below the MAP, if any, except repeat purchase programs, that runs longer than 31 days consecutively.
  5. Any permitted advertisement below the MAP, if any, except repeat purchase programs, that runs more than 120 days in any 12-month period.
  6. Except as permitted under Section 3 below, advertising two or more MAP products together at a final price below the sum of their MAPs.
  7. Except as permitted under Section 3 below, advertising a final price (i.e., including any discounts, coupons, promotions or the like, but not shipping and handling fees) that is less than the MAP.

 

Examples of Permitted Advertisements Under This MAP Policy

  1. Advertisements offering Reseller-paid shipping or Reseller-paid sales tax.
  2. Generalized promotional language that does not include an advertised price that violates this MAP Policy (e.g., “we have the lowest prices”; “we will beat our competitors’ prices”; “call for price”; “email for price”).
  3. Ongoing repeat delivery discounts: An advertisement for a discount below the MAP must be clearly linked to signing-up for subscription or repeat delivery. The maximum advertised discount allowed for ongoing repeat deliveries is 5% below the MAP for any product (e.g., “5% off Primal valid with auto ship.”).
  4. One-time discounts advertised to enroll “new to Primal brand” consumers in subscription purchase agreements may not exceed 40% of the MAP.
  5. One-time discounts advertised to drive enrollment of “new to retailer (including e-tailers)” consumers may not exceed 10% of the MAP.
  6. Where the same product is available in multiple sizes from Primal, an advertised one-time discount up to 50% off the MAP is allowable on the smallest size to drive consumer trials. Largest size items are eligible for up to a 15% one-time discount off the MAP for the same purpose.
  7. “BoGo-Free” cross promotion is allowable where the free item is advertised at not more than one-third (1/3) the value (at MAP) of the paid-for item advertised (at MAP) (e.g., “Buy a $34.00 bag of Primal Freeze-Dried Nuggets and receive a $10.00 bag of treats free.”).
  8. “BoGo-up to 50% Off” any combination of advertised products where the second item advertised is the same price (at MAP) as the first (at MAP) or is more than one-third (1/3) the value (at MAP) of the first.
  9. Advertised volume driving discounts are acceptable without duration limitations as long as the purchase requirement is no less than three (3) units of comparable products and the total advertised net discount does not exceed 25% off the total of the MAPs for all the applicable products.

Policy Enforcement

  1. Primal reserves the right to interpret, apply and enforce this MAP Policy at any time and in any manner determined appropriate in Primal’s sole and absolute discretion. That may include altering, limiting, suspending or discontinuing business with any Reseller that explicitly or implicitly violates this MAP Policy. Primal’s actions may or may not be graduated. Nothing in this MAP Policy is intended to nor will waive or otherwise affect any of Primal’s related and other rights; Primal expressly reserves all of its related and other rights.
  2. Primal will give any violating Reseller written notice and seven (7) days to cure before taking any other action. Primal will maintain a record of Reseller MAP Policy violations for one year from the date of a violation.
  3. Primal may monitor the advertised prices of its products directly and electronically, including through third-party services and tools.
  4. Primal will neither solicit, consider, nor agree to any notification, report, input, recommendation, request or demand from any third-party related to this MAP Policy or its violation or enforcement.
  5. Resellers are expected to timely notify Primal of all their customers who are also Resellers, including up-to-date contact information.
  6. A violation of this MAP Policy by one location or one website of a multi-location or multi-website Reseller may be enforced as violation against all affiliated locations and websites.
  7. Nothing in this MAP Policy is intended to nor will create any contractual or other obligation on the part of Primal to do any business of any nature with any party, including to provide any product, service, discount, promotion, marketing or advertising support, or anything else to any party. Primal expressly reserves all of its rights to provide or not provide any product, service, discount, promotion, marketing or advertising support, or anything else to any party in its sole and absolute discretion.
  8. This MAP Policy is void only to the extent proscribed by applicable law but will be otherwise unaffected.