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Minimum Advertised Price Policy

STORZ & BICKEL UNILATERAL MINIMUM ADVERTISED PRICE POLICY –

Canada

Effective as of June 1, 2020, Storz & Bickel and its affiliates (“S&B”) have unilaterally adopted this Minimum Advertised Price Policy (hereinafter referred to as the “MAP Policy” or the “Policy”), which shall apply to all dealers, distributors, sub-distributors, wholesalers and retailers, including internet retailers (collectively, “Resellers”) that resell S&B’s branded products, which are advertised, marketed and sold using S&B’s valuable copyrighted materials and trademarks, (collectively, the “Products”) to end users located in Canada.

S&B has adopted this MAP Policy to preserve its strong reputation for providing end users with high-quality Products and strong after-sales support. S&B also greatly values the efforts of all Resellers in their distribution of S&B Products and in providing excellent promotional and after- sales support for the Products, and we believe that this MAP policy will help retailers to profitably market and effectively promote the value of our Products to customers.

This Policy pertains only to Resellers’ advertised prices and does not limit the ability of a Reseller to independently set its point-of-sale prices.

This Policy applies uniformly to all Resellers of the Products and was prepared without consultation with any Reseller. S&B reserves the right to discontinue doing business with any Reseller that advertises any Products in contravention to this Policy.

The terms of our MAP Policy are as follows:

Applicability

1. The MAP Policy shall apply to the Products listed in the Minimum Advertised Price List (“MAP List”). Minimum advertised prices under the Policy (“MAPs”) are established by S&B for selected Products and may be adjusted by S&B from time to time, in its sole discretion, as more fully described in Section 9 S&B products which are not listed in the MAP List (or any subsequently amended MAP List) are not subject to this Policy.
2. S&B’s MAP Policy does not apply to a Reseller’s actual selling prices. Rather, the sales prices for any and all Products remain wholly within the discretion of each Further, S&B does not ask for, nor will S&B accept, a Reseller’s agreement or assent to sell Products at any given price.
3. The MAP Policy applies to all advertising (including websites, social media, e-mail newsletters, e-mail solicitations) of the listed Products for all sales channels. Prices for the Products below what is indicated in the MAP List may not appear in any online search tool where Reseller’s website is linked as the source. For the purposes of this Policy, the definition of “advertising” prices on internet sites includes, without limitation, displaying a price for any Product, together with a picture, description or listing of the Product.

4. The MAP Policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any end users. For the purposes of clarity, in-store displays, point of- sale signs, hangtags or bar codes or similar marks on Products or Product packaging which merely state the price are not considered “advertising” for purposes of this MAP Policy.

Advertising Guidelines

The following are intended as examples to guide Reseller advertising decisions. If in doubt, Resellers may contact S&B for additional guidance.

5. Price advertisements that are inconsistent with this Policy include the following:
   1. advertised prices which are lower than the MAP for the Product as listed in Schedule 3;
   2. any strike-through or other alteration of the MAP;
   3. internet auctions where the reserve bid is below the MAP;
   4. schemes such as “click for price” where the price shown on the click-through or separate site is below the MAP;
   5. advertising indicating that the advertised price will be discounted once the product is placed in an online shopping cart.
6. Price advertisements that are not inconsistent with this Policy include the following:
   1. advertised prices for Products which are subject to a MAP holiday, as notified in advance and in writing by S&B;
   2. statements to the effect that Reseller “has the lowest prices” or “will meet or beat any competitor’s price,” or that consumers should “call for a price” or similar phrases provided that any price advertised for the Products is not less than that indicated on the MAP List;
   3. bundling or including a free or discounted product with another Product covered by this MAP Policy;
   4. offering free shipping, sales tax rebates, or free financing;
   5. limited-duration store-wide or website-wide sales (e.g. 10% off all product) or limited-duration category-wide sales (e.g. 10% off all supplements) provided that such discounts are applicable to all brands within the category, without restriction or limitations.
7. It is not inconsistent with this Policy for Resellers to advertise or sell Products at any price in excess of the MAP established for such Products.
8. From time to time S&B may, in its sole discretion, initiate promotions including manufacturer’s rebates, specific product discounts, holiday specials, etc. for Products covered by the MAP Policy, for instance for Products that are being discontinued or newly released. In such events, S&B reserves the right under the Policy to modify or suspend the MAP Policy with respect to the affected Products, upon notice to Resellers.
9. S&B further reserves the right to adjust the Minimum Advertised Price or the MAP Policy with respect to all or certain Products, in its sole discretion, by updating such MAP and MAP Policy by providing notice to Reseller.

Policy Enforcement

10. S&B recognizes that Resellers are free to make their own decisions to advertise and sell the Products at any price they choose, without consulting or advising S&B. Similarly, S&B is free to choose Resellers who are committed to upholding the reputation and value of its Products to its customers. Pursuant to this Policy, S&B will monitor advertised pricing of the Products, and in cases in which it determines, in its sole judgment, that a Reseller’s advertising is inconsistent with S&B’s MAP Policy:

1. S&B shall provide written (email) notice of the inconsistent advertising to the Reseller, requesting correction of the violation within twenty-four (24) hours;If after twenty-four (24) hours the Reseller’s advertised price for any Product(s) continues to be inconsistent with S&B’s MAP Policy, S&B may suspend the acceptance and fulfillment of Reseller orders for the Product in question for a thirty (30) day period;
2. If at the end of that thirty (30) day period, the Reseller’s advertised price for the Product(s) continues to be inconsistent with the MAP Policy, or should a subsequent inconsistency occur with respect to the Reseller’s advertised price for the Product(s) within twelve (12) months of the earlier inconsistency, S&B may elect to terminate its business relationship with such Reseller;
3. To the extent that S&B contributes to a Reseller’s promotion and marketing costs, S&B will not contribute to the cost of any advertisement that is inconsistent with this Policy.

Resellers who publish advertisements contrary to the MAP Policy may also be disqualified from receiving marketing materials, point-of-purchase displays, new product allocation, or from participating in future promotional, joint marketing, or sponsorship programs.

General

11. Resellers who are distributors or wholesalers of the Products shall supply copies of the current version of S&B’s MAP Policy to each of their new or existing Resellers. Upon receipt of notice from S&B that a Reseller’s advertised prices for the Products are inconsistent with this Policy, a distributor or wholesaler Reseller who supplied such Products shall no longer be authorized to supply Products to such sub-Reseller until further notice from S&B.
12. S&B recognizes that Resellers are free to make their own decisions to advertise and sell the Products at any price they choose, without consulting or advising S&B. Similarly, S&B will exercise its right to make its own decisions regarding authorized Resellers, supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.
13. S&B believes that this unilateral MAP Policy is clear, unambiguous and in accordance with applicable Should you have any questions regarding this Policy or any particular advertising practice, please direct them to your designated S&B sales representative. Note however that sales representatives (or, where applicable, distributors or wholesaler Reseller) are not authorized to amend this MAP Policy or the MAPs. The only S&B representatives authorized to make any modifications to this MAP Policy or MAPs are S&B’s Chief Commercial Officer and Chief Executive Officers.

Thank you for your continued support for S&B Products. We look forward to working with you to bring our high-quality products to consumers.

Last Updated: July 3, 2024

MAP LIST

MINIMUM ADVERTISED PRICES (in CAD; AS OF 4/1/24)

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