Introduction

To
ensure a viable relationship with our customers, dealers, resellers and
distributors (collectively “Dealers”) Daniel Smart Manufacturing (DSM)
has adopted the following Advertising and Minimum Advertised Pricing
(MAP) Policy (the “Policy”). The goal of this Policy is to protect DSM
brand equity and ensure authorized DSM Dealers will receive the benefits
of their investment in DSM products.

This
Policy has been unilaterally adopted by DSM and will be unilaterally
enforced. DSM is not requesting, or otherwise seeking, any agreement or
acknowledgment regarding this MAP policy from any Dealer or Distributor.
This unilateral Policy is effective as of March 9th, 2022. DSM reserves
the right to change or modify any of these terms and conditions at any
time, and changes to this policy will be amended here.

Minimum Advertised Price (MAP)

Daniel Smart
Manufacturing equates MAP pricing to the manufacturer's suggested retail
price (MSRP). MAP or MSRP for items will be displayed for each
individual product with base pricing on its detail page, when a customer
is logged in as a Dealer to the Daniel Smart website. Plus Sizes are
subject to upcharges that are to be calculated by the dealer and are to
match the upcharges for that item in our wholesale pricing.

The Policy

This MAP policy
applies to both in-stock and out-of-stock items and advertised prices
only. It in no way limits any Dealer’s ability to set its own prices.
Moreover, each Dealer is entirely free to determine its own advertising
practices. Such decisions must be made independently by the Dealer and
will not be the subject of any agreement between DSM and the Dealer or
anyone else. No DSM employee or representative is authorized to enter
into any agreement concerning the prices charged or advertised by any
Dealers of DSM products.

Unless subject to
one of the exceptions listed below, any advertised price that after all
discounts and shipping charges (net price) does not equal or exceed the
DSM MAP price will be in violation of this MAP policy.

This policy shall
apply only to current products and shall not apply to a non-current,
close-out, or discontinued DSM products. The determination as to whether
a product is no longer current, or is a close-out, or discontinued
product, shall be made by DSM in its sole discretion. All DSM products
shall be deemed current products as described in DSM's website or other
official materials from DSM.

Dealer employee purchases for personal use are exempt from this MAP policy.

Advertising

Advertising media
includes, but is not limited to: internet or similar electronic media,
radio, television, fliers, posters, catalogs, mail order catalogs,
magazines, email newsletters, email solicitations, automated e-mail
price quotes, mailers, inserts, newspapers, and public signage.

Any posts by any
party to social media or 3rd party internet sites like Facebook,
Instagram, Twitter, Reddit, forums, chat rooms, YouTube or similar
platforms which advertise below MAP pricing on DSM products are
considered a violation of this policy.

Free shipping
coupons are not in violation of the DSM MAP policy as long as the total
price before tax paid by the consumer is at or above the MAP pricing as
provided by DSM.

Dealer’s Retail Storefront & Website

Exact DSM SKUs must be used in all advertisements.

Quotes by phone are
permitted if they are facilitated by a personal interaction (not
automated) and they are independent of the checkout process. If used,
discount codes must be manually distributed via personal phone call,
must be one time use only and must be given along with a warning that
they are intended for the recipient only and may not be shared or
forwarded. If this method is used, Dealers must use the following
language: “Call for price” or “Call for a quote.”

Advertising price
matching does not violate this Policy provided that the Dealer’s
advertised policy requires that the price it is matching can be viewed
by the general public.

Language on
internet sites advertising DSM products cannot imply that the Dealer may
offer lower pricing than MAP. Wording like “Lowest Prices”, “Low Price
Guarantee”, “Pricing Lower Than What Shops Pay”, “Our Prices Will Not be
Beat”, “Closeout Prices”, “The manufacturer will not let us show this
price” and similar tactics are prohibited.

Automated price
features such as add to cart pricing, click for pricing, checkout
pricing, and automatically generated discounts/discount codes of any
sort are prohibited on DSM products.

Amazon, Walmart, eBay, and Other 3rd Party Sales or Auction Platforms

Dealers are
prohibited from selling DSM products directly to, or as a 3rd party
retailer on Amazon.com, Walmart.com, eBay.com, or any similar
marketplace platform. Any attempt to circumvent this procedure is
considered a violation of this policy.

Violation of MAP Policy

DSM reserves the
right to refuse to sell its products to dealers that advertise its
products below the MAP as set forth in the most recently published price
list. DSM will not do business with any dealer that knowingly violates
this MAP policy.

If DSM verifies
that a dealer is advertising DSM products below the MAP or is otherwise
violating this policy, DSM will impose the following penalties:

• Upon the first
  violation, DSM will issue a written notice of violation to the dealer
  and will give the Dealer an opportunity to remove any price advertising
  that violates this policy.
• Upon a second
  violation, a written notice will be issued, and the dealer's right to
  purchase DSM products will be automatically suspended for a period of 60
  days after the date of second notice.
• Upon a third
  violation, a final written notice will be issued, and in DSM's sole
  discretion, the Dealers right to purchase DSM products will
  automatically be suspended for a period to be determined by DSM.

Once informed by
DSM that the Dealer is in violation, the Dealer must remedy the problem
within 48 hours. Each subsequent 24 hours of un-resolved violation will
be considered an additional violation. DSM also reserves the right, in
its sole discretion, to refuse to do business with any Dealer at any
time for any reason, including a violation of this Policy.

For dealers with
multiple store locations, a violation of this policy by any one store
location shall be considered a violation by the entire dealership.

Amendments

DSM reserves the
right to amend this policy and/ or its minimum advertised prices at any
time. Amendments to the policy will not apply to any dealer advertising
that has already been prepared and is scheduled for delivery within 30
days after the date that DSM gives the dealer notice of the amendment.
Otherwise, dealers are responsible for observing the current version of
this policy as well as the current MAPs.

Questions Regarding This Policy

This Policy is not
negotiable, and no modifications will be made for any Dealer or
distributor. DSM will not discuss this Policy outside of providing the
terms of the Policy and examples of compliant and non-compliant
advertising. DSM gathers input and feedback from Dealers about policies
and practices. You may submit comments or concerns about this policy by
email to info@danielsmartmfg.com. DSM will not respond to any comments regarding activities of any Dealer.