IMAP Policy

ROWE FINE FURNITURE, INC. INTERNET AND NON-INTERNET MINIMUM ADVERTISED PRICE POLICY Rowe Fine Furniture, Inc. (“Rowe/Robin Bruce Furniture”) has unilaterally adopted this Internet and Non-Internet Minimum Advertised Price Policy (hereinafter, “IMAP Policy”) on all Rowe/Robin Bruce Furniture products to protect the investment of its distributors and retailers and to promote and preserve its brand value and good reputation for providing customers with high value products and customer support.

1. IMAP Policy Application. This IMAP Policy shall apply to all distributors, retailers, or sales representatives including catalog and internet retailers, who resell Rowe/Robin Bruce Furniture products, whether Rowe/Robin Bruce branded or white labeled by the Reseller, to end users and consumers located in North America (collectively, “Resellers”) and who now or hereafter advertise Rowe/Robin Bruce Furniture products for sale. Accordingly, this IMAP Policy applies to any and all advertising of Rowe/Robin Bruce Furniture products, both branded and white labeled, by Resellers.
2. Effective Date. This IMAP Policy shall become effective on September 1, 2022.
3. The IMAP Policy. The IMAP Policy applies to any and all advertised prices of Rowe/Robin Bruce Furniture products, both branded and white labeled, either on television, radio, in print, or over the Internet that can be heard or viewed by a prospective consumer (i.e. end users) of Rowe/Robin Bruce Furniture products (the “Advertised Price”). Any advertisement of a Rowe/Robin Bruce Furniture product must include an Advertised Price that cannot be below the Minimum Advertised Price (“MAP”) set by Rowe/Robin Bruce Furniture.

The Advertised Price means the price at which Rowe/Robin Bruce Furniture products subject to this IMAP Policy are advertised for sale, and includes but is not limited to:

1. Radio and Television advertising;
2. All print media such as catalogs, flyers, newspaper inserts, coupons, brochures, and direct mail;
3. All electronic media such as websites, social media, email newsletters, banner and display ads, search engine marketing & optimization, pay per click or keyword advertising, and email solicitations;
4. Any image or graphic made available to the public depicting a Rowe/Robin Bruce Furniture product or using its copyrighted or trademarked materials;
5. Rowe/Robin Bruce Furniture sponsored social campaigns (Exp. #MeetMadeline);
6. Rebates, volume incentives, or other discounting;
7. Payment of sales or other taxes on behalf of the consumer if the Resellers offer to pay taxes would cause the actual cost of providing the product to the consumer to be less than the MAP;
8. Offers to deal or negotiate a better price;
9. Gifts, premiums, or services associated with the purchase of Rowe/Robin Bruce Furniture products;
10. Site-wide discounts, unless the Reseller clearly states that Rowe/Robin Bruce Furniture Products subject to this IMAP Policy are excluded;
11. Online “Click-Thru” pricing, if a price lower than the MAP appears once the item has been added to a shopping cart;
12. Internet auctions, which are prohibited from having reserved bid or other acceptable prices below the MAP; and
13. Shipping Costs, if the Resellers offer to provide free shipping would cause the actual cost of providing the product to the consumer to be less than the MAP.

“Bundling” or including a free or discounted product (whether made by Rowe/Robin Bruce Furniture or another manufacturer) with a Rowe/Robin Bruce Furniture product covered by this IMAP Policy is a violation of this policy and is not permitted if it has the effect of discounting the advertised price of the Rowe/Robin Bruce Furniture product below the MAP. Any striking-through or alteration of any Advertised Price of any Rowe/Robin Bruce Furniture product subject to IMAP pricing is prohibited. Advertisement of Rowe/Robin Bruce Furniture specific trade discounts must not be made visible to non-design-trade website visitors including, but not limited to on site promotions, email advertising campaigns or any other means used to solicit new potential trade members.

1. Exceptions and Exclusions. This IMAP Policy does not apply to:
2. Discounted, closeout or other products that Rowe/Robin Bruce Furniture does not designate or select as being subject to IMAP;
3. Damaged or distressed products such as products sold on an “as is” basis and are clearly identified as such;
4. Any overstock promotions announced by Rowe/Robin Bruce Furniture; and
5. Floor samples and open box return products. However, any advertisements of such products must clearly identify that the product is a floor sample or open box return.

Rowe/Robin Bruce Furniture products and their branded product names shall not be advertised so as to be associated with phrases such as “low low prices,” “factory direct,” or other similar phrases, nor advertised with any prices that are less than the MAP designated by Rowe/Robin Bruce Furniture or in violation of the IMAP Policy. The IMAP Policy does not otherwise limit the ability of any Reseller to advertise that “they have the lowest prices” or they “will meet or beat any competitor’s price,” that consumers should “call for a price” or “factory direct” phrases of similar import as long as these phrases are not associated with Rowe/Robin Bruce Furniture products and the branded product names.

1. Designation of Rowe/Robin Bruce Furniture products subject to IMAP.  Rowe/Robin Bruce Furniture may designate or select which products are subject to this IMAP Policy at any time. The MAP for all Rowe/Robin Bruce Furniture products subject to the IMAP Policy will be posted to Rowe/Robin Bruce Furniture’s dealer website. The MAP for all Rowe/Robin Bruce Furniture products may be adjusted by Rowe/Robin Bruce Furniture at its sole discretion. Rowe/Robin Bruce Furniture may institute offers and promotions for products covered by the IMAP Policy at any time and may modify or suspend the IMAP Policy and IMAP pricing with respect to the affected products at its sole discretion. The MAP for Rowe/Robin Bruce Furniture products shall be listed on the Rowe/Robin Bruce Furniture price list for Resellers, which shall be made available to Resellers on Rowe/Robin Bruce Furniture’s dealer website.

Each Reseller should make its management team and all sales and marketing associates aware of Rowe/Robin Bruce Furniture’s IMAP Policy and should review the information posted on Rowe/Robin Bruce Furniture’s dealer website for updated information and changes to the IMAP Policy and MAP for Rowe/Robin Bruce Furniture products on a regular basis.

1. Actual Sales Price Unaffected. This IMAP Policy applies only to advertised prices and does not apply to the price at which Rowe/Robin Bruce Furniture products are actually sold or offered for sale to an individual consumer within the Resellers retail location, by email or text communication directed specifically to the ultimate purchaser, or over the telephone. Resellers remain free to sell any Rowe/Robin Bruce Furniture products at any prices they elect.

The IMAP Policy does not establish maximum advertising prices. All Resellers may offer for sale Rowe/Robin Bruce Furniture products at any price in excess of the MAP established for selected products.

1. No Contract or Right to Purchase. The IMAP Policy does not establish a contract between Rowe/Robin Bruce Furniture or the Reseller nor does it grant to any Reseller the right to purchase Rowe/Robin Bruce Furniture products. Rowe/Robin Bruce Furniture at all times maintains the right to determine which products, if any, it will sell or provide to any Reseller. It is up to the Reseller to determine whether it will accept and abide by the IMAP Policy.
2. Changes and Questions. The foregoing IMAP Policy, along with any MAP listing, are subject to modification or discontinuance by Rowe/Robin Bruce Furniture, in its sole and absolute discretion, at any time. Any action taken by Rowe/Robin Bruce Furniture under this IMAP Policy shall be without liability to Rowe/Robin Bruce Furniture. Should Rowe/Robin Bruce Furniture choose to adjust the MAP for any or all selected products, Resellers will be given seven (7) days from the posting of the new MAP prices on Rowe/Robin Bruce Furniture’s dealer website to bring their advertised prices into compliance with the new MAP(s).

Any questions about this IMAP Policy should be emailed to: IMAPpolicy@rowefurniture.com

1. Violations. In cases of violation of the IMAP Policy, Resellers will be given twenty-four (24) hours to bring advertising into compliance or Rowe/Robin Bruce Furniture, at its sole discretion, may cease supplying Rowe/Robin Bruce Furniture products to the Reseller. In cases of intentional and/or repeated failure to abide by this policy, Rowe/Robin Bruce Furniture, at its sole discretion, may temporarily suspend or terminate all pending or future orders from Rowe/Robin Bruce Furniture to the Reseller. Rowe/Robin Bruce Furniture will not provide prior notice or issue a warning before acting under the IMAP Policy. If a Reseller with multiple store locations violates this IMAP Policy at one store location, or an any associated website, Rowe/Robin Bruce Furniture will consider this to be a violation of the IMAP Policy by the Reseller.

 

1. Unilateral Policy. This IMAP Policy has been established by Rowe/Robin Bruce Furniture unilaterally and without any input from any Reseller or any third party, and nothing in this policy shall constitute an agreement between Rowe/Robin Bruce Furniture and any Reseller that the Reseller will comply with this Policy. Rowe/Robin Bruce Furniture is solely responsible for the implementation and administration of this IMAP Policy. MAPs are non- negotiable. No employee or sales representative of Rowe/Robin Bruce Furniture has any authority to discuss or modify this IMAP Policy or MAP(s) with Resellers and any such agreement which claims to modify this IMAP Policy or MAP(s) is unauthorized and invalid.