MacNeil Automotive Products, Limited Reseller Agreement · 2019. 6. 3. · be first applied to...

1 MacNeil Court Bolingbrook, IL 60440

1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

MACNEIL AUTOMOTIVE PRODUCTS, L IMITED RESELLER AGREEMENT

Authorized Dealer Terms and Conditions: no Authorized Dealer, Distributor, Third-Party Reseller or their affiliates shall be permitted to sell WeatherTech® product to, or fulfill orders for, any other Dealer, Distributor, Third-Party Reseller or their affiliates unless they are authorized by MacNeil Automotive Products, Limited.1. Acceptance. MacNeil Automotive Products, Limited (“MNAPL” and/or "WeatherTech®") has published this Reseller Agreement (“Agreement”)

on its wholesale website, located at www.WeatherTechWholesale.com. Any entity that purchases MNAPL’s products for resale to others (“Reseller”) anywhere in the chain of product distribution (i.e., warehouse dealer, dealer, and/or direct reseller, or any combination thereof) should carefully review this Agreement. Resellers clicking on the “I accept” button at the bottom of this Agreement, executing this Agreement in writing or by electronic acknowledgement, such as through email or facsimile, and/or failing to object to any term or condition upon receipt of this Agreement, as called for by this Agreement, is its indication that reseller has reviewed, understands and consents to the terms and conditions of this Agreement. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. Acceptance of this Agreement by Reseller is expressly limited to the exact terms contained herein and any attempt to alter or omit any of such terms shall be deemed a counteroffer which may be rejected by MNAPL. It is a condition of this Agreement that any provisions printed or otherwise contained in any acknowledgment hereof, purchase order or other document that is submitted by Reseller that are inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this Agreement, shall have no force or effect, and that Reseller agrees that any such provision therein or any such alterations in this Agreement shall not constitute any part of this Agreement unless specifically agreed to in writing by an MNAPL officer via handwritten signature. No alteration of MNAPL’s rights or obligations stated herein shall be binding unless agreed to in writing by an MNAPL officer.

2. Price; Payment; Delivery. Price is as quoted in the sales order referring to this Agreement and is Net 30 days from date of shipment, which is MNAPL’s date of invoice. Except for drop ship orders or as otherwise agreed by MNAPL and Reseller, terms are Ex Works MNAPL’s dock, at which point title and risk of loss transfer to Reseller. For drop ship orders, terms are Ex Works point of manufacture, at which point title and risk of loss transfer to Reseller.

3. Late Payment. All amounts not paid in full within 30 days after the date due shall bear interest from the date due until paid at an annual rate of eighteen percent (18%) compounded monthly. Payments received by MNAPL shall be first applied to interest accrued and unpaid as to any account of Reseller and then to any amount overdue on such accounts as MNAPL shall determine in its sole discretion.

4. Cancellation. To cancel any order, Reseller must telephone or email MNAPL by the end of the business day on which Reseller’s order was received and must receive confirmation from MNAPL of cancellation. Orders for Products are otherwise not cancellable.

5. Purchase Money Security Interest. Notwithstanding Paragraph 2 above, which relates to transfer of title and risk of loss, until the price shall have been paid in full to MNAPL for any Products, MNAPL shall retain a purchase money security interest in the inventory of the Products presently in the possession of or hereafter acquired by Reseller, and if Reseller shall have sold the Products to any third party, the proceeds of resale (or claim thereto) shall belong to MNAPL. Reseller hereby appoints MNAPL as its attorney in fact to file any document, with any state or other governmental authority, as is necessary or desirable to perfect, continue, modify or terminate this security interest. Failure on the part of Reseller to pay the price when due shall give MNAPL the right (without prejudice to any other remedies):

a. those in possession of the goods that are still owned by MNAPL, because they have not been paid for, agree not to contest or object to a court order allowing MNAPL to repossess said goods; and b. to prevent Reseller from reselling or parting with possession of the Products until the price therefore shall have been paid in full.6. Taxes. The price of the Products is exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture,

sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by Reseller.

7. Standard Co-Op Advertising Allowance. MNAPL establishes every new Reseller account with a Standard Co-Op Advertising Allowance (“Standard Co-Op”). Standard Co-Op is a pricing discount and is the difference between the pricing offered Reseller and Jobber (retailer) level pricing. At MNAPL’s sole discretion, MNAPL may extend to a Reseller one or more “Special Discounts” on Products that exceed the discounts reflected in the Standard Co-Op.

8. Inventory Stock Adjustments: a. MNAPL offers to Resellers a once-annual stock adjustment of 3% of the previous year’s net purchases with a 1 – 1 offsetting order. b. To obtain a stock adjustment, a Reseller must notify MNAPL 30 days in advance and must obtain a Return Goods Authorization (RGA) number from MNAPL. Reseller must pay the freight for returning the goods to MNAPL.


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

c. Stock adjustments will only be accepted from March through August, inclusive. d. MNAPL will issue an RGA only for Products identified with the WeatherTech® trademark. Products that are manufactured exclusively for a Reseller or that are private-labeled are nonreturnable. Products that are more than 12 months old, and Products that have been discontinued by MNAPL for more than six months are nonreturnable to MNAPL. e. Products manufactured exclusively for the international market and/or exclusively for re-saleable Products adapted for use on U.S. domestic vehicles are non-returnable to MNAPL. f. Credit will only be issued for returned Products that are in pristine and re-sellable condition. MNAPL reserves the right to discard any returned Product that MNAPL deems, in its sole opinion, to not be in a pristine and saleable condition, without any credit to be issued in this event to the Reseller making the return and without any further liability to MNAPL. g. If a credit is generated by returned Products, MNAPL will apply the credit to the Reseller’s account and will transmit a credit memo to the Reseller. Credits cannot be used as payment for outstanding balances for orders placed prior to the issue of a credit. Such credits are applicable to subsequent orders only. h. MNAPL does not participate in buy-backs or in inventory lifts of other manufacturers’ products. i. MNAPL does not offer pay-downs on a Reseller’s previously purchased inventory should a future pricing decrease occur. Additionally, MNAPL does not expect reparation pay up monies from resellers should future pricing increases occur. j. Where the stock adjustment requested by the Reseller is considered “large,” MNAPL may direct the Reseller to make the return over two or more successive months and will notify the Reseller concerning the volume of each monthly return. k. Requests for stock adjustment that do not comply with the above guidelines may be made, at MNAPL’s sole discretion, but MNAPL will charge a restocking fee of no less than 20% of the price of the relevant purchase order. l. Non-palletized or non-bulk returns will be charged an additional $5.00 restocking fee per part number. m. A Reseller may not count any order that was given additional discounts for promotional considerations against the sales total when calculating the return.9. Provisions Applicable to WeatherTech® Warehouse Distributors (WDs): a. Qualifications for WDs: MNAPL in its sole discretion may appoint Reseller as a WeatherTech® Warehouse Distributor. To qualify for WD status, a firm must be an established wholesale three-step automotive accessory distributor. The firm must maintain a representative and diverse inventory of Products to efficiently and quickly fill customer needs. A minimum annual sales volume of Products for Reseller should be proportionate to Reseller’s annual turnover, which provides proof that Reseller is making a sufficient effort to represent and promote the Products. MNAPL may revoke a Reseller’s WD status at any time, with or without cause. To continue to enjoy WD status, Reseller must comply with MNAPL’s unilaterally imposed Minimum Advertised Price (“MAP”) Policy, published separately and apart from this Agreement. b. Freight: Unless otherwise agreed, Warehouse Distributor prepaid freight on all orders is $2500 for any and all WeatherTech® Products (hereinafter: “Products”), to one location only. WDs who take possession of the Products at MNAPL’s dock, or who assent to MNAPL shipping freight collect, will be quoted a downwardly adjusted wholesale price for the Products. c. Drop Ship Orders: MNAPL does not expect the WD to stock any Product representing 1% or less of the total annual sales volume of MNAPL product sales by the WD. At the WD’s request MNAPL will drop ship any such Product (a “Special Order”) to the WD’s customer for the Minimum Advertised Shipping fee (MAS; refer to MAP policy issued separately) plus an additional handling fee of $3.00 per product group. A product group is a set of products shipped in the same package from the same location. 10. Use by Reseller of MNAPL Intellectual Property. Reseller agrees to conform to MNAPL’s policy as set forth herein regarding the use of its

intellectual property (“IP”). If MNAPL does provide authorization to use MNAPL IP, the authorized IP will not be altered from the original provided, or used in combination with any non-authorized material not related to MNAPL to market WeatherTech® products. MNAPL IP includes but is not limited to trademarks, trade dress and copyrights in the images and text MNAPL uses to describe and market the Products, including but not limited to MNAPL video, graphics, box designs, marketing materials and/or copyrighted print advertising. MNAPL’s trademarks include the following, and are regularly updated at www.macneil-ip.com, all trademarks listed at this website are hereby MNAPL'S "IP" and are hereby incorporated by reference:


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

® indicates that the trademark is registered at the U.S. Patent and Trademark Office.

Reseller may not use MNAPL IP or resell MNAPL products without MNAPL’s prior written authorization, executed in handwriting by an MNAPL officer, including but not limited to any of the following situations: a. Magazine and newspaper advertising b. Television, radio, billboard c. Over the Internet, including but not limited to the following ways: i. Any paid advertising allowing persons to bid on any MNAPL trademark as a search term entered by a visitor to the search engine site, alone or in combination with other words, including but not limited to: 1. Google AdWords Program 2. Bing Ads 3. Yahoo/Bing/MSN Network ii. Online stores and marketplaces, including but not limited to: 1. Amazon.com 2. eBay.com 3. Google Shopping a. PLA (Negative match MNAPL trademarked terms) 4. BestBuy 5. Shopzilla.com 6. Walmart 7. Target 8. Sears 9. Rakuten 10. Overstock 11. Newegg 12. jet.com 13. slibuy.com

ABSOLUTE INTERIOR PROTECTION™

ALLOYCOVER™

AUTOLATCH™

AREATILE®

AVM®

AVM HD®

BOOTTRAY™

BUMPFRAME®

BUMPSTEP®

CARCOASTERS™

CARGOTECH®

CLEARCOVER®

CLEARFRAME™

CLICK AND STAY®

CROSS-LINK ACTION™

CUPFONE®

DESKFONE™ FLEXTRAY™

FLOORLINER™

FUELGLOVE™

GENTLE CAR™

GRITGRATE™

INDOORMAT™

LAMPGARD®

LET THE FRESH AIR IN®

MACNEIL AUTOMOTIVE PRODUCTS LIMITED & DESIGN®

MACNEIL®

MAGICLIP™

MAT DESIGN®

MATGRIP®

MITTSAVER™

MOUNTS-IN-MINUTES™

MUDDY BUDDY®

NO STACK®

OUTDOORMAT™

MULTI-FLEX™

PLATEFRAME®

PLATESPACER®

PURSETRAY™

QUICKTECH™

QUICKTURN™

RACKSACK®

READY TO WASH™

REAR OVER THE HUMP FLOORLINER & DESIGN®

SINKMAT™

SOAKER™

SPOTTECH™

STAINLESSFRAME™

STARBELT®

TECHCARE®

TECHFLOOR™

TECHGRIP®

TECHLINER®

TECHSHADE®

TRACTIONSQUARES™

TRIM-TO-FIT™

UNDERLINER®

WEATHERTECH®

WEATHERTECH RACING™

WEATHERTECH TF®


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

iii. Social networking sites, including but not limited to: 1. Facebook 2. Twitter 3. Pinterest 4. Google+ iv. Display advertising v. Email marketing Reseller may use MNAPL IP in the following situations: a. Resellers may use MNAPL IP as previously approved by MNAPL per the terms of this Agreement. b. Resellers may elicit internet search results displaying MNAPL IP as the result of organic search results from reseller websites that have been previously, expressly approved by an MNAPL officer in writing. c. Use by a Reseller of MNAPL trademarks in the Reseller site’s Product description content, if and only if that Product is offered for sale by the Reseller under the conditions of this Agreement. MNAPL will provide authorized images and text for MNAPL-approved uses thereof upon request of Resellers who are in good standing. Reseller may not redistribute such images and text to others without MNAPL’s prior written authorization, executed in handwriting by an MNAPL officer. Any unauthorized use of MNAPL IP is a material breach of this Agreement, may at MNAPL’s sole discretion result in the loss of any Co-Op Allowance granted by MNAPL to Reseller, and may result in MNAPL’s institution of legal action. MNAPL also may, at its sole discretion, refuse to supply Reseller with any further MNAPL product.11. Delays. MNAPL will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of the Products, or

for any damages suffered by Reseller by reason of such delay, if such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, third party non-performance, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond the control of MNAPL.

12. Warranty. MNAPL warrants the Products, as manufactured, to be free from defects in material and workmanship. MNAPL does not warrant damage occurring during shipment nor which is the result of faulty handling by Reseller or its downstream customers, nor which is the result of improper installation and/or misuse by the consumer or end user. MNAPL's warranty can be found at www.WeatherTechWholesale.com/warranty. As Reseller’s sole remedy hereunder, MNAPL agrees at its cost to replace, on an exact-same product basis, any Product returned by Reseller to MNAPL, with proof that the Reseller purchased the Product directly from MNAPL. Reseller must exercise its remedy, if at all, electronically or in writing and within the warranty period published for the Product, as counted from the date that MNAPL delivers the Product to its dock or when received by Reseller, whichever event happens first. MNAPL reserves the right to discard any Product returned by Reseller to MNAPL, even if the returned Product is determined by MNAPL to be non-warrantable and Reseller consents to MNAPL's right to immediately discard any returned product at MNAPL's sole and absolute discretion.

13. DISCLAIMER. EXCEPT AS SET FORTH IN THE PARAGRAPH IMMEDIATELY ABOVE, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.

14. LIMITATION OF LIABILITY. MNAPL SHALL NOT BE LIABLE TO RESELLER FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE GOODS, INCLUDING, BUT NOT LIMITED TO, ANY USE, MISUSE OR MODIFICATION OF THE GOODS (UNLESS SUCH MODIFICATION IS MADE ACCORDING TO THE INSTRUCTIONS ACCOMPANYING THE PRODUCT), MALFUNCTIONS AND DEFECTS IN THE GOODS, OR DELAY OF MNAPL IN PERFORMING HEREUNDER. IN NO EVENT SHALL MNAPL BE LIABLE TO RESELLER FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED BREACH, ALLEGED NON-PERFORMANCE, AND/OR ALLEGED PRODUCT DEFECT, FOR ANY INDIRECT, SPECIAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PARTIES' BUSINESS DEALINGS, EVEN IF MNAPL HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR KNEW OR SHOULD HAVE KNOWN THEREOF. LIABILITY HEREUNDER TO RESELLER, IF ANY, SHALL IN NO EVENT EXCEED THE PRICE PAID TO MNAPL HEREUNDER BY RESELLER.

15. Default. Upon the happening of any one or more of the following events, MNAPL shall have the unrestricted right to cancel and terminate this Agreement without cost or liability to MNAPL: (1) Reseller’s insolvency or inability to meet obligations as they become due, (2) filing of voluntary or involuntary petition of bankruptcy by or against Reseller, (3) institution of legal proceedings against Reseller by creditors or stockholders, (4) appointment of a receiver for Reseller by any court of competent jurisdiction or (5) any breach of any agreement or MNAPL policy by Reseller. The acceptance of Products or performance after the occurrence of any of the events above enumerated shall not affect the right of MNAPL to cancel any additional obligations.


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

In the event of a default hereunder by Reseller, MNAPL shall be entitled to collect as damages, in addition to all other damages allowed by law, the following amounts related to the Products: the actual cost of all goods, services, or materials purchased or contracted for and the cost of all tooling acquired by MNAPL in connection with the Products, plus 20% of the reseller's purchase Price to cover MNAPL’s design, purchasing and materials and tooling handling services.

16. Miscellaneous. a. Any term or provision of this Agreement may be waived in writing, executed in handwriting, at any time by an officer of the party entitled to the benefit thereof. Any failure to enforce any provision hereof shall not constitute a waiver of such provision or of any subsequent failure to perform any obligation hereunder. b. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. c. All notices, disclosures, or other communications which are required or permitted hereunder shall be in writing and shall be delivered in person, or by facsimile or sent by U.S. registered or certified mail, postage prepaid, if to MNAPL, to MacNeil Automotive Products Limited, 1 MacNeil Court, Bolingbrook, Illinois, USA 60440; and if to Reseller, to the address set forth on Reseller’s credit application. Notice may be sent by email to the email address of MNAPL at [email protected] and to the email address of Reseller as set forth on Reseller’s credit application. Notice delivered personally shall be deemed received upon delivery. Notice delivered by facsimile shall be deemed received upon delivery, provided that the original copy of such notice, properly executed by the sender (if required) shall be sent by U.S. Mail, postage prepaid, and received by the addressee within three (3) business days after delivery of the facsimile copy. Notice delivered by registered or certified mail shall be deemed received on the third (3rd) business day after posting. Notice by email shall be deemed received on the day upon which such notice is sent. Any party may change the address to which notices for such party may be sent by written or electronic notice to the other party. Any notice or communication objecting to, seeking a change from, or requesting any alteration of the terms and conditions of this Agreement by Reseller, or any Reseller questions as to the scope or import of any MNAPL policy and/or this Agreement shall also copy Timothy M. Schaum by email at [email protected]; by mail at Daspin & Aument, LLP, 227 West Monroe, Ste. 3500, Chicago, Illinois 60606; or by facsimile at (312) 258-1955. d. This Agreement contains the entire agreement of the parties and supersedes and incorporates all prior and contemporaneous agreements, representations and negotiations between the parties with respect to the subject matter hereof. This Agreement may be altered or amended only by written instrument executed by both parties in handwriting, and on MNAPL's part, said signature must be of an MNAPL officer. No agreement or representation by any representative of MNAPL or contained in any proposal by or communication from MNAPL shall be binding upon MNAPL unless specifically set forth in this Agreement or a Sales Order referencing this Agreement and signed by an Officer of MNAPL. MNAPL’s Minimum Advertised Pricing (“MAP”) Policy is unilaterally issued by MNAPL separately from this Agreement, forms no portion of this Agreement and is not modified by this Agreement. e. Neither this Agreement nor any rights thereunder may be assigned by Reseller without the prior written consent of MNAPL, executed in handwriting by an MNAPL officer. f. Actions to enforce this Agreement shall be brought in a court of competent jurisdiction located in DuPage County, Illinois, or if applicable, the Federal District Court for the Northern District of Illinois. The parties hereby agree that these two jurisdictions shall be the exclusive jurisdictions and venue with regard to any action related to the parties' business dealings and this Agreement. Reseller hereby expressly agrees to waive any objection to proceeding in these jurisdictions based on any argument that personal jurisdiction is not proper over Reseller, or any other objection, and Reseller expressly agrees to waive any argument that these jurisdictions and venues are in any way an inconvenient forum in which to hear any dispute between the parties. If MNAPL shall be the prevailing party in any action, MNAPL shall be entitled to recover its reasonable attorney fees and costs, including an appeal, from Reseller. The parties agree that the transaction embodied in this Agreement has a substantial connection to these jurisdictions, submit to the jurisdiction of such courts and agrees to the service of summons by mail in the same manner as notices may be served hereunder. g. We each agree that any dispute resolution proceedings and/or litigation will be conducted only on an individual basis and not in a class action, class arbitration, or a consolidated or representative action. Reseller expressly agrees not to, and waives any right to, proceed as or participate in a class, consolidated or representative action in any capacity. If for any reason a claim proceeds in court, Reseller expressly waives any right to a jury trial. h. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to its principles of conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

is expressly excluded. Where Reseller is located in the province of Quebec, Canada, or in any foreign jurisdiction where English is not a primary language, MNAPL and Reseller confirm that they have requested that this Agreement and all related documents be drafted in English and understand all provisions and terms of this Agreement as drafted in English. i. In any action by MNAPL to enforce the provisions of this Agreement, MNAPL shall be entitled to collect as damages from Reseller, in addition to the service charge provided for above, all damages provided by law and this Agreement, MNAPL’s court costs and reasonable attorneys’ fees through the appellate level. j. The remedies of MNAPL hereunder shall be cumulative. k. If any term, condition, restriction or covenant contained in this Agreement shall be deemed illegal or unenforceable, all of the other terms, conditions, restrictions and covenants and the application thereof to all persons and circumstances subject hereto shall remain in effect to the extent permitted by law; and if any application of any term, condition, restriction or covenant to any person or circumstance shall be deemed illegal, the application or such term, condition, restriction or covenant to other persons or circumstances shall remain in effect to the extent permitted by law. l. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction. m. If this Agreement and any Sales Order referencing this Agreement cannot be interpreted to be consistent with each other, this Agreement shall control.17. This Agreement and any and all duties and obligations hereunder may not be delegated, transferred and/or assigned by the reseller without

the express written consent of MNAPL, executed in handwriting by an MNAPL officer. Each delegation, transfer and/or assignment without such consent shall be null and void. The relationship between MNAPL and Reseller shall be that of independent contractors, and nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or franchise between MNAPL and Reseller or shall constitute or be deemed to constitute the reseller as agent for MNAPL for any purpose. The Reseller shall have no authority or power to bind MNAPL or to contract in the name of and/or create a liability against MNAPL in any way for any purpose. MNAPL may assign its rights and obligations to a third party under this Agreement in its sole and absolute discretion.

18. At any time and without prior notice, MNAPL may modify any or all of the MNAPL policies. 19. Reseller responsibilities. Except as otherwise approved in writing by an officer of MNAPL, Reseller will do each of the following: (a) promote

the sale and use of the products; (b) promptly and effectively respond to questions and service requests from customers and prospective customers; (c) represent the products in an ethical and professional manner and refrain from any conduct that is or could be detrimental to the reputation or integrity of the dealer and/or MNAPL; (d) use the MNAPL IP only as permitted by MNAPL as described in this Agreement; (e) refrain from questioning or challenging the rights claimed by MNAPL or any of its affiliates or related entities in the intellectual property or assisting in any way other(s) in doing so; (f) comply with all laws, regulations and all of MNAPL's policies; and (g) promptly and in a timely fashion comply with whatever request may be made by MNAPL relating to any law, regulation or expectation thereof or the modification or recall of any or all of the products.

20. Consumer safety. Reseller acknowledges that many of MNAPL's products are custom-fit products dependent upon the specific make, model and year of vehicle in question, including other considerations (such as automatic versus manual transmissions). Consumer safety is a paramount concern for MNAPL. Authorized Resellers have access to all of MNAPL's up-to-date, accurate vehicle application data and safety instructions. Use of MNAPL's data and safety instructions and information is crucial to ensuring proper consumer use of MNAPL products and that a specific MNAPL product is appropriate for any specific vehicle application. Reseller shall review MNAPL's safety policy, training materials and instructions, which can be found at www.WeatherTechWholesale.com/safetytips, and follow the instructions provided therein to train and educate Reseller's employees in accordance with these instructions and to ensure that Reseller is familiar with all of the data necessary to determine whether any particular MNAPL product is appropriate for a specific vehicle application. MNAPL does not condone or tolerate resellers that repackage and/or relabel our product to bundle or circumvent selling protocol that is outlined in our Reseller Guidelines. Resellers that engage in these tactics are possibly putting consumer safety at risk, as they are not aware of all the pertinent application information, retention devices, and instructional data that is needed or required for individual SKUs. Reseller agrees to implement an appropriate continuing education program with its employees to ensure that all of MNAPL's safety instructions are followed and that its employees are adequately trained. In any event, Reseller agrees that its employees shall follow MNAPL'S safety policy and instructions and that Reseller shall train and educate its employees on MacNeil's safety policy and data no less than once every three months. In the event that reseller does not abide by the terms of this paragraph and/or fails to properly employ any and all data or safety instructions provided by MNAPL with regard to vehicle/product application data and/or instructions, Reseller expressly agrees to indemnify fully MNAPL for any


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

liability incurred by MNAPL for such failure and/or any action brought by any purchaser of MNAPL product that in any way implicates a failure by Reseller to properly use any MNAPL data and/or safety instructions or information, including MNAPL's reasonable attorney fees and costs, and Reseller expressly agrees to allow MNAPL to employ its own counsel of MNAPL's choice with regard to any such action.

21. Unauthorized Resellers. Upon Reseller receiving written notice from MNAPL that MNAPL has reason to believe that Reseller is selling MNAPL product to an unauthorized party that is reselling MNAPL products to third parties and/or that Reseller is selling MNAPL product to a party that is reselling MNAPL products in violation of any MNAPL policy, Reseller expressly agrees to cooperate fully with any investigation by MNAPL into such activity, including allowing MNAPL to audit Reseller's books, records, purchase orders and communications, in addition to any other relevant sources of information, in order to ascertain the identity of the unauthorized or violating reseller. Reseller shall provide MNAPL with all requested information within seven business days of MNAPL's request for said information and shall provide MNAPL with Reseller's good faith best efforts to establish the identity and all necessary information related to said unauthorized and/or violating reseller. Reseller expressly agrees that, in such circumstances, MNAPL does not have an adequate remedy at law, and that MNAPL may pursue mandatory injunctive relief in the agreed-upon jurisdictions referenced in paragraph 16 (f) to obtain this information if, in MNAPL's sole and absolute discretion, Reseller has not adequately responded to MNAPL's request for information with regard to any unauthorized reseller and/or reseller operating in violation of any MNAPL policy.

22. Data Sharing. MNAPL may request Resellers share order level detail on a monthly basis. Order detail must include, but is not limited to, the following particulars: invoice date, sell to name, sell to address (street address, zip code, city, state, zip, country), WeatherTech® SKU/part number, quantity ordered, and price sold per unit. Reseller contact information may be supplied as needed. MNAPL agrees to keep customer and order level data confidential. Providing these details will allow Reseller to keep Standard Co-Op Advertising Allowance and any Special Discounts agreed to at the onset of business.

23. A full copy of this Agreement and its terms and conditions will be provided with each shipment of product by WeatherTech®. If you object to any term or condition of this Agreement or otherwise do not wish to be bound by this Agreement, please return all products purchased, in an unused and new condition in the original packaging, to WeatherTech® for a full refund, including any return shipping costs. IF YOU DO NOT RETURN THE PRODUCT(S) YOU PURCHASED FROM WEATHERTECH® OR ANY WEATHERTECH® AUTHORIZED RESELLER WITHIN 14 DAYS OF RECEIVING SAID PRODUCTS, THEN YOU AGREE TO BE BOUND BY, AND ACCEPT, THE TERMS AND CONDITIONS OF THIS AGREEMENT.

MACNEIL AUTOMOTIVE PRODUCTS, L IMITED RESELLER MINIMUM ADVERTISING PRICING POLICYThe business relationship between MacNeil Automotive Products, Limited (sometimes hereinafter referred to as “MNAPL”) and each of its resellers is an “at will” business relationship and MNAPL reserves the right to terminate such business relationship without cause and at any time. Additionally the potential reseller has the right to disagree with the MNAPL Minimum Advertised Pricing Policy (the “Policy”) as stated herein and may choose to not do business with MNAPL after reading these guidelines. MNAPL will not entertain reseller-proposed changes to this Policy for any reason. However MNAPL reserves the right to make ongoing changes to this Policy without prior notice. If MNAPL’s reseller disagrees with any changes to this Policy, the reseller may choose not to deal with MNAPL in the future.

ResellerA reseller, as used herein, is any entity that buys MNAPL’s products and sells them either to end users or for resale to any third party for any purpose. Resellers include but are not limited to wholesalers, warehouse distributors, e-tailers and automotive dealers.

Prices, Discounts and Co-Op AllowanceAll prices and discounts are quoted specifically for each individual reseller account. Minimum Advertised Price (MAP), Minimum Advertised Pick-Up Price (MAPP) and Minimum Advertised Shipping Price (MAS) must be adhered to for all advertising and promotional media, whether electronic or printed. Jobber MAP is supplied as a guideline for resellers to quote to their customers. MNAPL prefers that Jobber MAP is not discountable by more than 20% (except for Truck Bed Covers, as noted Jobber MAP is the maximum discountable amount). However, MNAPL does recognize the need for resellers on occasion to offer deeper discounts for promotions or specials, etc. When these occasions occur, Jobber MAP discounts should never exceed 30% (exclusion for Truck Bed Covers)!MNAPL considers all cost impacting asks and needs when quoting a direct reseller. If additional costs impacting asks or needs are presented to MNAPL after the initial quote is presented, MNAPL reserves the right to adjust the quote.An e-tailer is defined as an internet marketing company, online shop, e-shop, e-store, internet shop, webshop, web-store, online store or virtual store that sells goods to consumers electronically. E-tailers (“free rider” resellers) do not have warehouses and/or brick-and-mortar facilities and cannot stock product. Jobber MAP is supplied as a guideline and is NOT discountable for resellers to quote e-tailers, unless otherwise approved by MNAPL. MNAPL reserves the right to immediately terminate the business relationship with WDs that intentionally disregard and/or circumvent this Jobber MAP guideline by discounting and/or rebating on the backside resulting in pricing being listed below Jobber MAP.


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

MNAPL acknowledges that customers and downstream resellers are free to advertise and sell to whomever and at whatever prices it chooses, but by selling below MAP, MAPP or MAS, a reseller risks losing Standard Co-Op advertising allowance and Special Discounts, among other actions by MNAPL. In addition, MNAPL requests that any inventory management and outsourced warehouse companies provide the reseller contact details to confirm if the reseller is approved.MNAPL establishes every new reseller account with a Standard Co-Op advertising allowance. Standard Co-Op is the monetary difference between reseller and Jobber (retailer) level pricing. Special Discounts are “above and beyond” Co-Op discounts of MNAPL’s Standard Co-Op advertising allowance.Pricing is subject to change without notice.MNAPL designs, manufactures and markets products under the WeatherTech® premium brand, which identifies those products to consumers as having characteristics of excellence and high quality. MNAPL has invested significant resources in product innovation, development and marketing to build and maintain its brand and reputation for high quality and to generate goodwill. MNAPL's continued and considerable investment in manufacturing causes us to expect a reciprocal level of exclusiveness and loyalty from its direct Resellers. A Reseller that violates MAP risks the loss of their Standard Co-Op advertising allowance and Special Discounts, among other actions by MNAPL. MNAPL prohibits the distribution of its parts (SKU) data, images and/or marketing materials without express written consent from MNAPL.This policy is binding and will remain in effect up until a newly revised version is posted and/or is made available. Any corporate name, address or identity change must be forwarded to MacNeil Automotive in written form, and a newly submitted credit application must be approved to maintain active account status.

Minimum Advertised Price (MAP)MNAPL’s minimum advertised price (“MAP”) is defined as the price that is charged for product to a retail buyer (typically, the consumer or end user of the product) by a reseller and is inclusive of a flat shipping rate.MNAPL designs, manufactures and markets products under the WeatherTech® premium brand, which identifies those products to consumers as having characteristics of excellence and high quality. MNAPL has invested significant resources in product innovation, development and marketing to build and maintain its reputation for high quality and to generate goodwill in the WeatherTech® brand. In general, MNAPL’s pricing is set to recover the costs associated with its extensive product development and marketing activities and the extensive support MNAPL provides to its authorized resellers. Through its MAP, MNAPL seeks to discourage “free rider” resellers who take unfair advantage of MNAPL’s efforts. MNAPL further has unilaterally adopted this Policy to prevent price-based advertising that tends to degrade or cheapen the image of WeatherTech® products in the marketplace, thus eroding its goodwill and brand reputation.MNAPL therefore asks that each reseller of its products follow its MAP policy and sell at full MAP when shipping directly to the customer. Full MAP is defined as the Minimum Advertised Price and should exclude additional discounts, coupon codes, promotions, etc. that can be added "In-Cart" and would cause merchandise to fall below full MAP. Direct accounts and resellers selling and/or advertising below MAP, MAPP or MAS risk losing Standard Co-Op advertising allowances and Special Discounts, and MNAPL reserves the right to raise acquisition costs or terminate the business relationship.This Policy does not determine the price at which resellers can advertise products or offer products for sale as it does not establish maximum advertised prices. MNAPL does not restrict any reseller from offering competitive products for sale at pricing which may be less than, the same as or more than the MAP for a similar MNAPL product.

Minimum Advertised Pick-Up Price (MAPP)MNAPL’s minimum advertised pick-up price is defined as the price that is charged for product to the retail buyer in the reseller’s stores and where charging for shipping is not applicable. MNAPL asks that each reseller of its products sell at full MAPP when the retail buyer physically picks the product up at the store.

Minimum Advertised Shipping (MAS)MNAPL’s minimum advertised shipping rates are a flat rate charge that was developed for MNAPL and is inclusive of a myriad of expenses associated with shipping product originating at MNAPL’s dock. MNAPL recognizes that some of its products are bought in sets by the retail customer and MNAPL discounts the second or third part’s shipping when bought together on select product groups. The kit part numbers in MNAPL’s retail advertising have been developed to ease the ordering process for the retail buyer for individual/like product groups. MNAPL may offer these kit part numbers to their WDs, wholesalers, and resellers with the caveat that these are stocking part numbers for select applications that were designed to enhance and make more enjoyable the retail buyer’s ordering experience only. No special wholesale discount or packaging is available for the select applications, and the UPCs are linked to the individual items included in the kit parts. A reseller may choose to create their own merged kits/packages for individual and merged products to mirror what is showcased on MNAPL’s website.


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Pricing Table Guide (PTG)This table sets forth MNAPL’s current MAP, MAPP, MAS and MSRP. The pricing stated herein may have changed since this PTG was last revised, and it is the responsibility of Reseller to ascertain current MAP, MAPP and MAS.

Bundling Policy/"In Cart" PolicyUnder no circumstances may any MNAPL products be bundled, combined, packaged and/or associated with any product or products from any other manufacturer or source for any reason whatsoever when any consumer purchases an MNAPL product from reseller. Under no circumstances may any MNAPL products be discounted below MAP in conjunction or relation to any reseller gift cards, advertisement or promotional activity by any reseller. Under no circumstances may any MNAPL products, either in isolation or in combination with other MNAPL products, be advertised and/or sold at an "in cart" price that would be below MAP. Under no circumstances may any MNAPL products be combined or sold as a package and/or bundle that would result in the purchase of such a combination, package and/or bundle at a discount to what said products would be priced at on an aggregate basis under MAP. A reseller that violates this policy risks the loss of their standard co-op advertising allowance and special discounts, among other actions by MNAPL.


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

A wholesaler risks the advertising portion of their discounts if MAP is not adhered to.FloorLiner™ Product Description (catalog pages 6-7) Part No. Color Jobber Price MAP Retail

Front FloorLiner™ - Size Price Code 0 All All $108.76 $127.95 $109.95Small Rear FloorLiner™ - Size Price Code 1 All All $63.71 $74.95 $59.95Medium Rear FloorLiner™ - Size Price Code 2 All All $72.21 $84.95 $69.95Large Rear FloorLiner™ - Size Price Code 3 All All $80.71 $94.95 $79.95Extra Large Rear FloorLiner™ - Size Price Code 4 All All $89.21 $104.95 $89.95Mega Rear FloorLiner™ - Size Price Code 5 All All $97.71 $114.95 $99.95

Front and Rear FloorLiner™ MAP Please see Note at Bottom

Front Over-the-Hump FloorLiner™ Product Description (catalog pages 6-7) Part No. Color Jobber Price MAP Retail

Front Over-the-Hump FloorLiner™ All All $134.26 $157.95 $139.95FloorLiner™ HP Product Description (catalog pages 8-9) Part No. Color Jobber Price MAP Retail

Floorliner™ HP - 1st Row (Driver & Passenger) All Black, Tan, Grey, Cocoa $117.26 $137.95 $119.95

FloorLiner™ HP - 2nd Row - Small - 1 All All $67.96 $79.95 $64.95FloorLiner™ HP - 2nd Row - Medium - 2 All All $76.46 $89.95 $74.95FloorLiner™ HP - 2nd Row - Large - 3 All All $84.96 $99.95 $84.95FloorLiner™ HP - 2nd Row - Extra Large - 4 All All $93.46 $109.95 $94.95FloorLiner™ HP - 2nd Row - Mega - 5 All All $101.96 $119.95 $104.95All-Weather Floor Mats Product Description (catalog pages 10-11) Part No. Color Jobber Price MAP Retail

Front Mats - Standard Size 0 All All $59.46 $69.95 $54.95Front Mats - Large Size 0A All All $67.96 $79.95 $64.95Rear Mats - Standard Size 1 All All $51.00 $60.00 $45.00Rear Mats - Small Size 1B All All $38.21 $44.95 $29.95Rear Mats - Large Size 1A All All $59.50 $70.00 $55.00

Front and Rear Floor Mat MAP All All Please see Note at Bottom

Trim-to-Fit™ Floor Mats and Trim-to-Fit™ HD Floor Mats Product Description (catalog pages 12-15)

Part No. Color Jobber Price Suggested Retail w/Shipping Retail

Trim-to-Fit™ Floor Mat - 3-Piece Set All Black, Tan, Grey $59.46 $44.95-$54.95 $54.95Trim-to-Fit™ Floor Mat - 4-Piece Set All Black, Tan, Grey $55.21 $39.95-$49.95 $49.95Trim-to-Fit™ HD Floor Mat - 4-Piece Set All Black $59.46 $44.95-$54.95 $54.95Cargo Liner Product Description (catalog pages 16-17) Part No. Color Jobber Price MAP Retail

Small Cargo Liner - 1 All All $91.76 $107.95 $89.95Medium Cargo Liner - 2 All All $108.76 $127.95 $109.95Large Cargo Liner - 3 All All $117.26 $137.95 $119.95X-Lg. Cargo Liner - 4 All All $125.76 $147.95 $129.95

NEW PRICING JOBBER PRICE SCHEDULE 2020-2021

EFFECTIVE NOVEMBER 1 , 2020Jobber MAP Discounting Please see note

at bottom

Minimum Advertised Price

MAP or Suggested Retail w/Shipping

Retail


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Cargo Liner w/Bumper Protector Product Description (catalog pages 18-19) Part No. Color Jobber Price MAP Retail

Small Cargo Liner - 1 All All $125.76 $147.95 $129.95Medium Cargo Liner - 2 All All $134.26 $167.95 $149.95Large Cargo Liner - 3 All All $142.76 $177.95 $159.95X-Lg. Cargo Liner - 4 All All $151.26 $187.95 $169.95Under Seat Storage System Product Description (catalog pages 22-23) Part No. Color Jobber Price MAP Retail

Under Seat Storage System All All $123.21 $144.95 $129.95Trim-to-Fit™ Cargo Mat Product Description (catalog pages 20-21) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Trim-to-Fit™ Cargo Mat All Black, Tan, Grey $55.21 $39.95-$49.95 $49.95SunShade Product Description (catalog pages 24-25) Part No. Color Jobber Price MAP Retail

SunShade Size Sm TSXXXX Black and Silver $50.11 $58.95 $49.95SunShade Size Med TSXXXX Black and Silver $58.61 $68.95 $59.95SunShade Size Lrg TSXXXX Black and Silver $67.11 $78.95 $69.95SunShade Size Luxury - Sm TSXXXX Black and Silver $75.60 $88.95 $79.95SunShade Size Luxury - Med TSXXXX Black and Silver $84.11 $98.95 $89.95SunShade Size Luxury - Lrg TSXXXX Black and Silver $92.61 $108.95 $99.95SunShade Kits Product Description (catalog pages 24-25) Part No. Color Jobber Price MAP Retail

SunShade Kit Size Sm TSXXXXK Black and Silver $109.61 $128.95 $119.95SunShade Kit Size Med TSXXXXK Black and Silver $118.11 $138.95 $129.95SunShade Kit Size Lrg TSXXXXK Black and Silver $126.61 $148.95 $139.95SunShade Kit Size Sm SUV TSXXXXK Black and Silver $135.11 $158.95 $149.95SunShade Kit Size Med SUV TSXXXXK Black and Silver $143.61 $168.95 $159.95SunShade Kit Size Lrg SUV TSXXXXK Black and Silver $152.11 $178.95 $169.95SunShade Bags Product Description (catalog pages 24-25) Part No. Color Jobber Price MAP Retail

SunShade Bag Small 8WTTSB1 Black $14.95 $14.95 $14.95SunShade Bag Large 8WTTSB2 Black $14.95 $14.95 $14.95SunShade Bag Kit 8WTTSB3 Black $14.95 $14.95 $14.95SunShade Bag 42in 8WTTSB4 Black $14.95 $14.95 $14.95SunShade Bag XL 8WTTSB5 Black $19.95 $19.95 $19.95Seat Protector Product Description (catalog pages 26-27) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Seat Protector Boxed All Black, Tan, Grey, Cocoa $159.55 $168.95 $159.95

Seat Protector Bucket Seats Boxed (Single Pc.) All Black, Tan, Grey, Cocoa $129.63 $137.95 $129.95

Seat Back Protector Product Description (catalog page 28) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Seat Back Protector Bagged All Black, Tan, Grey, Cocoa $52.15 $57.95 $49.95


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Door Protector Product Description (catalog page 29) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Door Protector All Black, Tan, Grey, Cocoa $45.01 $52.95 $44.95

TechLiner® and Tailgate TechLiner® Product Description (catalog pages 32-33) Part No. Color Jobber Price MAP Retail

Short Bed All Black $161.46 $189.95 $164.95Medium Bed All Black $169.96 $199.95 $174.95Long Bed All Black $186.96 $219.95 $194.95Tailgate All Black $58.61 $68.95 $59.95Roll Up Truck Bed Cover Product Description (catalog pages 36-37) Part No. Color Jobber Price MAP Retail

Small All Black $407.96 $499.95 $479.95Medium All Black $423.96 $519.95 $499.95Large All Black $439.96 $539.95 $519.95AlloyCover™ Product Description (catalog pages 38-39) Part No. Color Jobber Price MAP Retail

Medium All Black $879.95 $999.95 $879.95Large All Black $919.95 $1,039.95 $919.95UnderLiner® Product Description (catalog pages 34-35) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Small All Black $80.71 $94.95 $79.95Medium All Black $89.21 $104.95 $89.95Large All Black $97.71 $114.95 $99.95No-Drill MudFlaps Product Description (catalog pages 40-41) Part No. Color Jobber Price MAP Retail

Front Pair MudFlaps All Black $33.96 $44.95 $39.95Rear Pair MudFlaps All Black $33.96 $44.95 $39.95MidFlap All Black $72.21 $84.95 $79.95Dually MudFlaps All Black $61.26 $79.95 $74.95Light Tinted Side Window Deflectors Product Description (catalog pages 42-43) Part No. Color Jobber Price MAP Retail

Front Deflectors All Light, Dark $55.21 $64.95 $49.95Rear Deflectors All Light, Dark $38.25 $45.00 $30.00Front/Rear Deflectors All Light, Dark $80.71 $94.95 $79.95Dark Tinted Side Window Deflectors Product Description (catalog pages 42-43) Part No. Color Jobber Price MAP Retail

Front Deflectors All Light, Dark $63.71 $74.95 $59.95Rear Deflectors All Light, Dark $46.75 $55.00 $40.00Front/Rear Deflectors All Light, Dark $97.71 $114.95 $99.95Sunroof Wind Deflector Product Description (catalog page 48) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Sunroof Wind Deflector All Dark Tint $63.71 $74.95 $59.95


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Stone & Bug Deflector Product Description (catalog pages 44-45) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Stone & Bug Deflector All Black $59.86 $79.95 $59.95Billet PlateFrame® Product Description (catalog pages 52-53) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Billet PlateFrame All Black, Silver $135.96 $159.95 $149.95Carbon Fiber PlateFrame® Product Description (catalog pages 52-53) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Carbon Fiber PlateFrame 8ALPCF4 Carbon Fiber $114.71 $134.95 $124.95Motorcycle Billet PlateFrame® Product Description (catalog pages 52-53) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Motorcycle Frame All Black $110.46 $129.95 $119.95ClearCover® Product Description (catalog pages 52-53) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

ClearCover (Black) 60020 Black $24.95 $34.95 $24.95ClearCover (All Other Colors) All All $29.95 $39.95 $29.95ClearFrame™ Product Description (catalog pages 52-53) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

ClearFrame™ (Black) 63020 Black $19.95 $29.95 $19.95ClearFrame™ (All Other Colors) All All $24.95 $34.95 $24.95PlateFrame® Product Description (catalog pages 52-53) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

PlateFrame 61020 Black $14.95 $24.95 $14.95StainlessFrame™ Product Description (catalog pages 52-53) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

StainlessFrame 8ALPSS1 Stainless $37.95 $47.95 $37.95BumpFrame® Product Description (catalog pages 52-53) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

BumpFrame® 8ALPBF1 Black $24.95 $34.95 $24.95BumpStep® Product Description (catalog page 54) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

BumpStep® 81BS1 Black $58.60 $68.95 $59.95USA BumpStep® 81BS2USF Black $58.60 $68.95 $59.95Hitch Pin 8AHP1 $5.06 $12.95 $5.95Stainless Steel Security Pin 8ASHP1 $31.41 $36.95 $29.95BumpStep®XL Product Description (catalog page 55) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

BumpStep® XL 81BS1XL Black $95.16 $111.95 $99.95BumpStep® XL w/Stainless Hardware 81BS1XLSS Black $112.16 $131.95 $119.95BumpStep® XL w/Stainless Hardware and Allen Key 81BS1XLSK Black $122.32 $143.90 $131.90

Allen Key 84XL12AK $11.95 $11.95


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Billet BumpStep® Product Description (catalog page 56) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Billet BumpStep® 8ABBS3 Silver $488.13 $519.95 $499.95Billet BumpStep®XL Product Description (catalog page 57) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Billet BumpStep® XL 8ABBSXL2 Silver $675.89 $719.95 $699.95Billet BumpStep® XL w/Stainless Hardware and Allen Key 8ABBSXL2K Silver $687.11 $731.90 $711.90

LampGard® Product Description (catalog page 49) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Headlight Protection Kits All Clear $55.21 $64.95 $54.95New Small All Clear $33.96 $44.95 $34.95New Medium All Clear $47.96 $59.95 $49.95New Larger All Clear $67.96 $79.95 $69.95ScratchProtection Product Description (catalog pages 50-51) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Tier 1 All Clear $76.46 $89.95 $79.95Tier 2 All Clear $84.96 $99.95 $89.95Tier 3 All Clear $93.46 $109.95 $99.95Prep/Tack and Slip Solution Kit All NA $19.95 $24.95 $19.95Hood Protector Product Description (catalog pages 46-47) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Hood Protector All Black $59.86 $79.95 $59.95TechCare® Product Description (catalog pages 60-63) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Wax-Prep Clay Gel Cleaner 8LTC11K $24.00 $32.99 $24.99Carnauba Gel Wax 8LTC12K $24.00 $32.99 $24.99Heavy Duty Wheel Cleaner 8LTC32K $20.00 $28.99 $20.99FloorLiner™ Cleaner/Protector KIT, Two 18 oz. Bottles 8LTC36K $24.00 $32.99 $24.99

FloorLiner™ and FloorMat Cleaner, 18 oz. Bottle 8LTC37K $13.50 $21.99 $13.99FloorLiner™ and FloorMat Protector, 18 oz. Bottle 8LTC38K $13.50 $21.99 $13.99Acid-Free Wheel Cleaner, 18 oz. Bottle 8LTC39K $13.50 $21.99 $13.99QuikTech™ Detailer with Carnauba Wax, 18 oz. Bottle 8LTC41K $13.50 $21.99 $13.99

Exterior Glass Cleaner with Repel, 18 oz. Bottle 8LTC43K $7.50 $15.99 $7.99Interior Glass Cleaner with Anti-Fog, 18 oz. Bottle 8LTC45K $7.50 $15.99 $7.99

Carpet Cleaner with SpotTech™, 18 oz. Bottle 8LTC47K $10.50 $18.99 $10.99Interior Detailer, 18 oz. Bottle 8LTC49K $8.50 $16.99 $8.99Leather Conditioner with Aloe Vera, 18 oz. Bottle 8LTC51K $13.50 $21.99 $13.99

Heavy Duty Wheel Cleaner, 18 oz. Bottle 8LTC53K $19.50 $27.99 $19.99Tire Gloss with Cross-Link Action™, 18 oz. Bottle 8LTC56K $13.50 $21.99 $13.99Gentle Car™ Shampoo, 18 oz. Bottle 8LTC57K $9.75 $17.99 $9.99


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

TechCare® Accessories Product Description (catalog pages 60-63) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Microfiber Cleaning Cloth 8AWCC1 White $9.49 $16.99 $9.99Microfiber Finishing Cloth & Quick Detailer 8AWCC2 White $9.49 $16.99 $9.99Microfiber Waffle Weave Drying Towel 8AWCC3 White $16.49 $24.99 $16.99Microfiber Application Pad 8AWCC4 White $5.49 $13.99 $5.99Ready to Wash™ Bucket 8ARTW1 Red $86.66 $101.95 $89.95Soaker™ 8ASOAKER2 Blue $19.95 $27.95 $19.95Wash Mitt 8BMITT1 Yellow $12.95 $19.95 $12.95WaterBlade 8BWWBLD12RD Red $24.95 $32.95 $24.95WeatherTech® BatteryCharger Product Description (catalog page 64) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

BatteryCharger 8BCHR4 Black $59.46 $69.95 $59.95Form-Fit Indoor Car Cover Product Description (catalog page 65) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Cars, Wagons & Most Limos - Size Code G1 AllBright Red, Hunter Green, Silver Grey,

Dark Blue, Charcoal Grey, Black

$314.99 $349.99 $334.99



$373.49 $414.99 $399.99



$427.49 $474.99 $459.99



$508.49 $564.99 $549.99



$580.49 $644.99 $629.99



$674.99 $749.99 $734.99

Pickups, Vans & SUVs - Size Code T0 AllBright Red, Hunter Green, Silver Grey,


$391.49 $434.99 $419.99



$449.99 $499.99 $484.99


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Form-Fit Indoor Car Cover Product Description (catalog page 65) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail



$508.49 $564.99 $549.99



$593.99 $659.99 $644.99



$688.49 $764.99 $749.99



$769.49 $854.99 $839.99

Sunbrella® Outdoor Car Cover Product Description (catalog page 65) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Cars, Wagons & Most Limos - Size Code G1 All Cadet Grey, Toast, Pacific Blue $382.49 $424.99 $409.99






Pickups, Vans & SUVs - Size Code T0 All Cadet Grey, Toast, Pacific Blue $463.49 $514.99 $499.99







1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

OutdoorMat™/IndoorMat™ Product Description (catalog pages 68-71) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

OutdoorMat™ or IndoorMat™ 39" x 24" All Black, Tan, Grey, Brown $29.95 $41.95 $29.95



SinkMat™ Product Description (catalog page 73) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

SinkMat All Black, Tan $29.95 $41.95 $29.95Christmas Tree Mat Product Description (catalog page 75) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Christmas Tree Mat IDMCTM1 Green $39.95 $49.95 $39.95BootTray™ Product Description (catalog page 72) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

BootTray All Black, Tan, Grey, Brown $24.95 $32.95 $24.95

Coasters Product Description (catalog page 74) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

FloorLiner/FloorMat Drink Coaster All Black $10.16 $9.95 $9.954" Round Coaster, 4 Pack All All $5.05 $4.95 $4.956" Round Coaster, 4 Pack All All $7.09 $6.95 $6.958" Round Coaster, 4 Pack All All $10.16 $9.95 $9.9510" Round Coaster, 4 Pack All All $15.24 $14.95 $14.9512" Round Coaster, 4 Pack All All $20.32 $19.95 $19.95CarCoasters™ Product Description (catalog page 90) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

CarCoasters™ All Black $10.16 $9.95 $9.95TechFloor™ Product Description (catalog pages 76-77) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

12" x 12" Tile Double Shot (Must be ordered in qty. of 10) All Multiple $2.49 $2.49 $2.49

12" x 12" Tile Single Shot (Must be ordered in qty. of 10) All Multiple $1.99 $1.99 $1.99

3" x 12" Tile (Must be ordered in qty. of 10) All Multiple $1.99 $1.99 $1.99 2" x 12" Border (Must be ordered in qty. of 10) All Black $1.99 $1.99 $1.99 2" x 6" Border (4 Pack) All Black $7.16 $7.16 $7.16 2" x 3" Border (4 Pack) All Black $5.96 $5.96 $5.96 Outside Corner (4 Pack) All Black $7.96 $7.96 $7.96 Expansion Joint 3" x 12" All Multiple $4.99 $4.99 $4.99 Beveled Edge Expansion Joint 2" x 3" All Black $2.99 $2.99 $2.99 Expansion Joint Intersection All Multiple $2.99 $2.99 $2.99 TechFloor™ Utility Kit Product Description (catalog pages 76-77) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Customized ATV/5'X6' Layout 51TKIT001 Black $135.99 $159.99 $159.99


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Pet Barrier Product Description (catalog pages 82-83) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

WeatherTech® Pet Barrier 8APB01 Black $93.46 $109.95 $99.95WeatherTech® Pet Barrier Fence Extension 8APBF03 Black $34.95 $42.95 $34.95Storage Bag 84PB16 Black $24.95 $32.95 $24.95PetRamp Product Description (catalog pages 84-85) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

PetRamp 8AHR1DG Grey $95.16 $111.95 $99.95Pet Feeding Systems Product Description (catalog pages 80-81) Part No. Color Jobber Price MAP Retail

Double High 8 oz. bowls 1.5" stand All All NA $46.95 $34.95Double High 8 oz. bowls 3" stand All All NA $51.95 $39.95Double High 16 oz. bowls 4" stand All All NA $56.95 $44.95Double High 32 oz. bowls 6" stand All All NA $66.95 $54.95Double High 32 oz. bowls 8" stand All All NA $76.95 $64.95Double High 64 oz. bowls 10" stand All All NA $91.95 $79.95Double High 64 oz. bowls 12" stand All All NA $101.95 $89.95Double High 96 oz. bowls 14" stand All All NA $111.95 $99.95Double Low 8 oz. bowl All All NA $46.95 $34.95Double Low 16 oz. bowl All All NA $51.95 $39.95Double Low 32 oz. bowl All All NA $56.95 $44.95Double Low 64 oz. bowl All All NA $71.95 $59.95Double Low 96 oz. bowl All All NA $86.95 $74.95Single High 8 oz. bowl 1.5" stand All All NA $31.95 $19.95Single High 8 oz. bowl 3" stand All All NA $41.95 $29.95Single High 16 oz. bowl 4" stand All All NA $46.95 $34.95Single High 32 oz. bowl 6" stand All All NA $51.95 $39.95Single High 32 oz. bowl 8" stand All All NA $56.95 $44.95Single High 64 oz. bowl 10" stand All All NA $61.95 $49.95Single High 64 oz. bowl 12" stand All All All $66.95 $54.95Single High 96 oz. bowl 14" stand All All NA $71.95 $59.95Single Low 8 oz. bowl All All NA $31.95 $19.95Single Low 16 oz. bowl All All NA $36.95 $24.95Single Low 32 oz. bowl All All NA $41.95 $29.95Single Low 64 oz. bowl All All NA $51.95 $39.95Single Low 96 oz. bowl All All NA $61.95 $49.95Pet Safety Harness Product Description (catalog page 85) Part No. Color Jobber Price MAP Retail

Pet Safety Harness - Size 2X-Small 84PH1318BK All $55.21 $64.95 $54.95Pet Safety Harness - Size X-Small 84PH1923BK All $56.06 $65.95 $55.95Pet Safety Harness - Size Small 84PH2427BK All $56.91 $66.95 $56.95Pet Safety Harness - Size Medium 84PH2830BK All $58.61 $68.95 $58.95Pet Safety Harness - Size Large 84PH3134BK All $59.46 $69.95 $59.95Pet Safety Harness - Size X-Large 84PH3441BK All $60.31 $70.95 $60.95Pet Safety Harness - Size 2X-Large 84PH3749BK All $61.16 $71.95 $61.95


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Front and Rear FloorLiner™ MAP: To calculate, please add Front and Rear MAP together and subtract $15.00.Front and Rear Floor Mat MAP: To calculate, please add Front and Rear MAP together and subtract $15.00.MNAPL prefers that Jobber MAP is not discountable by more than 20% for all product except the TechCare and TechFloor. MNAPL recommends that the TechCare and TechFloor lines not be discounted by more than 15% and also be omitted from additional deeper discounts for promotions or specials. However, MNAPL does recognize the need for resellers on occasion to offer deeper discounts on the other product groups for promotions or specials, etc. When these occasions occur, Jobber MAP discounts should never exceed 30%!For Roll Up Pickup Truck Bed Covers and AlloyCovers: Returns and warranty issues are handled on an individual case-by-case basis. Please contact customer support at 800-943-9250, or email us at [email protected] prices subject to change without notice.Interior Protection, Exterior Protection, Bumper Protection, License Plate Frames Accessories, Auto Detailing & Cleaning Products, Home and Business Products, Pet Products and Apparel

CargoTech® Product Description (catalog pages 86-87) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

CargoTech® 8CTK1 Black $34.95 $43.95 $34.95RackSack® Product Description (catalog pages 88-89) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Rooftop Cargo Carrier 8WTRTC2 Black $229.85 $241.95 $229.95Gift Bag Product Description (catalog page 94) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Gift Bag All Red, Black $29.95 $37.95 $29.95StarBelt® Product Description (catalog page 94) Part No. Color Jobber Price Suggested Retail

w/Shipping Retail

Belt All Multiple $14.95 $20.90 $14.95Buckle All Multiple $4.95 $4.95 $4.95StarBelt Assorted Color Pack All All NA NA NAWater Bottle Product Description Part No. Color Jobber Price MAP Retail

Water Bottle 8ABTL1 NA $19.95 $24.95 $19.95

Face Shield Part No. Color Jobber Price Suggested Retail w/Shipping Retail

3 Pack of Shields (Adult and Youth) All Clear $25.42 $29.90 $24.9510 Pack of Replacement Lenses (Adult and Youth) All Clear $29.67 $34.90 $29.95

30 Pack All Clear $202.30 $238.00 $225.0060 Pack All Clear $372.30 $438.00 $420.00


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

ADDENDUM: CupFone®/DeskFone™ — Restrictions for eCommerce Channels

Authorized Dealer Terms and Conditions outlined in the preceding Reseller Agreement do apply, except for sections titled Use byReseller of MNAPL Intellectual Property and Reseller Responsibilities.

No Authorized Dealers are permitted to post CupFone® or DeskFone™ online, or via any eCommerce channels whatsoever. Approved channels include wholesalers/retailers that sell to and through “Brick and Mortar” only. Reseller may not use MNAPL IP or resell these products through any internet channels that include, but are not limited to:

i. Company owned websiteii. Affiliate owned websiteiii. E-tailer owned websiteiv. Any paid advertising allowing persons to bid on any MNAPL trademark as a search term entered by a visitor to the search engine

site, alone or in combination with other words, including but not limited to:1. Google AdWords Program2. Bing Ads3. Yahoo/Bing/MSN Network

v. Online stores and marketplaces, including but not limited to:1. Amazon.com2. eBay.com3. Google Shopping

a. PLA (Negative match MNAPL trademarked terms)4. BestBuy5. Shopzilla.com 6. Walmart7. Target8. Sears9. Rakuten10. Overstock11. Newegg12. jet.com13. slibuy.com14. discountbandit.com

vi. Social networking sites, including but not limited to:1. Facebook2. Twitter3. Pinterest4. Instagram

vii. Display advertising viii. Email marketing


1.630.769.1500 1.800.943.9250 FAX: 630.769.0300

Resellers may not elicit internet search results displaying MNAPL IP for CupFone/DeskFone as the result of organic or nonorganic search results from reseller websites.

MNAPL will provide authorized images and text for MNAPL CupFone/DeskFone for use in brick and mortar locations only.

Any unauthorized use of MNAPL IP for CupFone/DeskFone is a material breach of this Agreement, and may at MNAPL’s sole discretion result in the loss of any Co-Op Allowance granted by MNAPL to Reseller, and may result in MNAPL’s institution of legal action and/or termination of our business relationship. MNAPL also may, at its sole discretion, refuse to supply Reseller with any further MNAPL product.

A wholesaler risks the advertising portion of their discounts if MAP is not adhered to.

CupFone® Part No. Color Jobber Price MAP RetailCupFone (Clamshell Packaging) 8ACF2CS Black $36.51 $42.95 $34.95CupFone XL (Clamshell Packaging) 8ACF4XLCS Black $39.06 $45.95 $37.95CupFone Extension (Clamshell Packaging) 81CF15 Black $11.95 $14.95 $11.95CupFone Storage Bag 84CF21SB Black $8.95 $13.95 $8.95CupFone Two View (Box Packaging/Standard Black Plastic Knobs) 8ACF5TV Black $45.01 $52.95 $44.95

DeskFone™ Part No. Color Jobber Price MAP RetailDeskFone (Box Packaging) 8ADF7 Black $24.95 $32.95 $24.95DeskFone XL (Box Packaging) 8ADF7XL Black $27.95 $35.95 $27.95DeskFone (Box Packaging) 8ADF7WH White $24.95 $32.95 $24.95DeskFone XL (Box Packaging) 8ADF7XLWH White $27.95 $35.95 $27.95DeskFone Two View(Box Packaging/Standard Black Plastic Knobs) 8ADF7TV Black $36.51 $42.95 $34.95

DeskFone Two View(Box Packaging) 8ADF7TVWH White $36.51 $42.95 $34.95

CupFone®/DeskFone™ Part No. Color Jobber Price MAP Retail

CupFone/DeskFone Gift Bag(fits Box Packaging Only) 84CF23GBR Red $11.95 $16.95 $11.95

Two View RetroFit Kit (Box Packaging) 8ATV1RETRO Black $19.95 $24.95 $19.95Two View RetroFit Kit (Box Packaging) 8ATV2RETRO White $19.95 $24.95 $19.95XL Holder RetroFit Kit (Box Packaging) 8AXL3RETRO Black $14.95 $19.95 $14.95XL Holder RetroFit Kit (Box Packaging) 8AXL4RETRO White $14.95 $19.95 $14.95

© 2020 MacNeil IP LLC

MacNeil Automotive Products, Limited Reseller Agreement · 2019. 6. 3. · be first applied to...

Documents

Transcript of MacNeil Automotive Products, Limited Reseller Agreement · 2019. 6. 3. · be first applied to...