Unilateral Pricing Policy

In order to successfully compete in the marketplace and to ensure that SIONYX, LLC. (“SIONYX”) innovative and high-quality products are adequately promoted and supported, SIONYX has announced this Unilateral Price Policy (“UPP”).  This UPP is intended to level the playing field for all authorized retail partners (Retailers, Resellers, Reseller, and Distributors (hereinafter referred to as “Resellers”) to ensure fair competition and protect the brand integrity.   Hereafter, all sales to End-Users of Products set forth in SIONYX’s Unilateral Price Grid, (MSRP/MAP) inside the United States shall be subject to this UPP.  The Price Grid (attached) can be found at https://www.sionyx.com/pricing-grid. SIONYX reserves the right to change pricing without prior notice. This UPP applies to active SIONYX Products being tracked on the Price Grid, obsolete or discontinued items may be sold at market prices in any form of advertisement.

1. Reseller shall not advertise Products at prices below the Minimum Advertised Price (“MAP”) set forth by SIONYX, and as reflected in the applicable Unilateral Price Grid. Note: A price advertised even one cent below the MAP is considered non-compliant. SIONYX reserves the right from time to time to alter, modify, suspend, or cancel this UPP, the Products covered and/or the minimum advertised price, in its sole and absolute discretion at any time. SIONYX is the sole arbiter of such decisions and reserves the right to make any such decision unilaterally.

2. The UPP applies to all advertised prices for the Products. The UPP is not, and is not intended to be, an agreement or understanding of any kind, express or implied, regarding the price at which the Reseller may sell the Products (or any SIONYX products). A Reseller may sell the Products (and all SIONYX products) at any price it chooses. No officer, employee, representative or agent of SIONYX has authority to (i) enter into any agreement or understanding with respect to the price at which the Reseller sells the Products; or (ii) coerce or otherwise force the Reseller to price the Products at any level other than that unilaterally determined by the Reseller. The Reseller within its own discretion can choose to acquiesce or not acquiesce with this policy. SIONYX will not discuss conditions of acceptance related to this policy.  This policy is non-negotiable and will not be altered, modified or amended for any Reseller.

3. Advertising or promotion, for the purposes of this Policy, shall be any presentation, offer, or solicitation for purposes of sale of SIONYX product listed in the Policy price list by the reseller including, without limitation, their on-line store including shopping cart and checkout web This shall include, but is not limited to, price lists, newspaper and magazine advertisements, catalogs, flyers or other direct mail, signs, billboards, banners on the exterior of the physical place of business to include any parking lot or parking structure. These advertising and promotion standards also apply to any off-premise events (shows, conventions, auctions, flea markets, user groups, etc.) at or in which the reseller participates for the purpose of selling SIONYX products. It is also understood that this policy covers any and all forms of electronic advertising to include radio, TV, facsimiles, Internet (including online auctions, user groups, flea markets, etc.), e-mails and websites. All web properties including reseller’s shopping cart and checkout web pages fall under this policy.

These are NOT a violation:

1. a) Offering free shipping or financing on Product(s)

1. b) Offering a gift card, redeemable for value on a future purchase, along with the purchase of Product(s).

1. c) Store-wide or category-wide promotions such as “All Items on Sale” as long as SIONYX products are not pictured or advertised below MAP

      

  These ARE a violation:

1. a) Website features such as “click for price,” “see price in cart,” “add to cart for best price,” automated “bounce-back” pricing emails, pre-formatted email responses, forms, and automatic price display for any items prior to checkout, and other similar features are considered to be communications initiated by the dealer (rather than by the End-User), constitute advertisements.

1. b) Any statement or language that allows a recalculation of the advertised price to be made, such as “20% off prices shown everyday” or “call for $50 off this price,” shall not constitute acquiescence with this UPP if such recalculated advertised price is below the Minimum Advertised Price for that Product unless the statement or language is pursuant to a SIONYX -sponsored promotional pricing is reflected in a Promotional Unilateral Price Grid. 

1. c) Including free or otherwise discounted products (whether SIONYX products or another’s products) along with the sale of Products shall not constitute acquiescence with this UPP if such inclusion has the effect of discounting the advertised price of the Product below the Minimum Advertised Price for that Product.
2. d) Combining one or more Product(s) with any other product to advertise a sales price lower than the combined price of what the two (2) or more products could be purchased independent of each other.
3. e) Advertising and offering non-SIONYX issued rebates (in any form) on Product(s). 

4. If SIONYX determines that any Reseller has violated this UPP, then SIONYX may within its sole discretion and without assuming any liability, cancel pending orders, cancel any marketing development funds (MDF), coop, rebates, may indefinitely refuse to accept new orders for Products, and may revoke the Authorized Reseller Agreement.

5. SIONYX may engage in monitoring of advertised prices for the Products sales in all channels, either directly or via the use of third parties. Third parties retained by SIONYX may engage in the monitoring of product sales by the Resellers to verify that the terms of this UPP are being enforced.

 Any questions regarding the UPP should be directed in writing via e-mail to  BrandProtection@sionyx.com

SIONYX reserves the unilateral right to change this policy at any time, with or without prior notice.