1.MINIMUM ADVERTISED PRICING

1. Other than to the extent prohibited by law, the Minimum Advertised Price (“MAP”) applies to all Marena Products advertised in the Online Channels and will be established by Marena and provided directly to Reseller. The MAP pricing may be adjusted by Marena at any time by providing Reseller written notice. Such adjustments must be made to Reseller’s website(s) within 72 hours of delivery of the new MAP pricing.
2. The MAP applies to all advertisements of Marena Products. Reseller is not permitted to advertise any Product below the MAP pricing. Reseller is free to advertise or sell Products at any price at or above the MAP.

When authorized by Marena in writing in advance, Reseller may run promotions whereby Reseller may offer Marena Products at a maximum discount below MAP, but only for the time periods authorized by Marena, and such promotions shall be at Reseller’s expense and without compensation by Marena

 

2.FAILURE TO COMPLY; TERMINATION

A. Noncompliance. If Reseller fails to comply with this Agreement, Marena may take any one or more of the following actions:

1. Warning. Marena may issue a warning notice informing Reseller that a violation has been detected on its account. This warning will allow Reseller 10 business days to bring the account back into compliance. After this period, Reseller’s failure to bring the account current or back into compliance may result in further consequences, including, but not limited to, suspension or termination of this Agreement. Reseller will not receive another warning.
2. Suspension. If a violation remains in effect after the warning period, Reseller’s account will go into a suspension period. If the account is not brought back into compliance, account suspension will fall into a 30-day suspension. During this time, Reseller is prohibited from placing any Marena orders.

• Termination. If Reseller’s account is not brought into compliance within the 30-day account suspension period, Marena has the right to terminate this Agreement by providing Reseller with written notice (and no opportunity to cure under Section 10.B.i shall apply), and Reseller’s account will be closed. Any remaining balances will be reported to Marena’s collections manager, and legal action may be taken.

B. Termination. If Marena elects to withdraw from a market or change the channels of trade, Marena may terminate this Agreement at any time by providing Reseller with written notice. Marena may terminate this Agreement upon notice to Reseller, for cause, including, but not limited to,  any of the following events:

i. Failure of Reseller to fulfill or perform any of its duties, obligations or responsibilities set out in this Agreement, which failure is not cured with twenty (20) days of receipt of written notice from Marena;

ii. Any assignment, transfer, or conveyance by Reseller of this Agreement in whole or in part or delegation of Resellers obligations without Marena’s prior written consent;

iii. Any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of any material interest in the direct or indirect ownership or any change in the management of Reseller;

iv. Failure of Reseller for any reason to function in the ordinary course of business;

v. Conviction in a court of competent jurisdiction of Reseller, or a manager, partner, principal officer or major stockholder of Reseller for any violation of law tending, in Marena’s opinion, to affect adversely the operation or business of Reseller or the good name, goodwill, or reputation of Marena, or Products, or Reseller; or,

vi. Submission by Reseller to Marena of false or fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Marena.

C. Post-Termination

i. On termination of this Agreement, Reseller shall cease to be an authorized Reseller of Marena’s Products.

ii. All amounts owing by Reseller to Marena shall, notwithstanding prior terms of sale, become immediately due and payable.

iii. All unshipped orders shall be cancelled without liability of either party to the other.

iv. Reseller will resell and deliver to Marena on demand, free and clear of liens and encumbrances, such Products and materials bearing Marena’s name as Marena shall elect to repurchase, at a mutually agreed price, but not in excess of Marena’s current price to Reseller for such products and materials, provided that Marena shall not be obligated to pay Reseller for any item originally provided free of charge.

v. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Marena or Reseller or for any other reason whatsoever growing out of such termination.

vi. On termination of this Agreement, Reseller will remove and not thereafter use any sign containing any Brand, and will immediately destroy all stationery, advertising matter and other printed matter in its possession or under its control containing such name, or any of Marena’s Brands. Reseller will not at any time after such termination use or permit any such trademark, trade name or logo to be used in any manner in connection with any business conducted by it or in which it may have an interest, or otherwise whatsoever as descriptive of or referring to anything other than merchandise or products of Marena. Regardless of the cause of termination, Reseller will immediately take all appropriate steps to remove and cancel its listings in telephone books, and other directories, and public records, or elsewhere that contain any of Marena’s Brands. If Reseller fails to obtain such removals or cancellations promptly, Marena may make application for such removals or cancellations on behalf of Reseller and in Reseller’s name and in such event Reseller will render every assistance.