MERCK ANIMAL HEALTH MINIMUM ADVERTISED PRICE POLICY – RETAILERS
Merck Animal Health has unilaterally adopted this Policy applicable to all sales by Merck authorized retailers (each a “Retailer”) of the Merck Animal Health products (“Products”) included on Exhibit A to this Policy. The purpose of this Policy is to encourage the successful sale of Products by establishing and maintaining brand equity and encouraging investment and promotion by Retailers.
Accordingly, Merck Animal Health has established a minimum advertised price for certain Products, as set forth on Exhibit A to this Merck Animal Health Minimum Advertised Price Policy (“MAPP Price”). Merck Animal Health reserves the right to supplement, amend or otherwise change Exhibit A from time to time in its sole discretion and communicate such revisions directly to Retailer or by making available to Retailer a website containing a list of applicable Products and then-current MAPP Prices for such Products. It is Retailer’s responsibility to remain up to date Merck Animal Health’s MAPP Prices. Any changes to MAPP Prices will not affect advertising and promotional activity conducted before the effective date of the revision.
Each advertisement and/or promotion of a Product below the MAPP Price will be a violation of this Policy. This Policy applies to all advertisements of Products in all media including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, on-line catalogs, mail order catalogs, public signage and all Internet or similar electronic media, television, radio and public signage. on-line catalogs, mail order catalogs, television, radio, public signage, flyers, posters, coupons, mailers, inserts, newspapers, magazines, and all internet or similar electronic media, including websites, email newsletters, forums, and auction sites.
Statements reflecting that a customer should contact Retailer for pricing information or that pricing will be provided when a Product is placed in an electronic shopping cart is acceptable, so long as such statements do not give the impression that such “in-cart” pricing is lower than Merck Animal Health’s MAPP Price for such Product. Non-exclusive examples of compliant statements are “add to cart to see price” or “call or email for price”. Non-Exclusive examples of non-compliant statements are “Price Too Low To Advertise!”, “Add to Cart For Savings!”. Non-compliant activities also include, showing the MAPP Price with instructions to add Product to cart to see Retailer’s price, graphics showing MAPP Prices with slash marks or X marks through the price, or similar statements.
Where any Merck Animal Health Product is bundled with or sold as part of a package that includes other Merck Animal Health products, it shall be a violation of this Minimum Advertised Price Policy to sell or advertise the bundle (or package) at a price that is lower than the total MAPP Price of the Merck Animal Health Products in the bundle/package.
Online paid search results for any search term using a Merck Animal Health brand may not reference a discount that would take the advertised price of Merck Animal Health Products below the MAPP Price.
Merck Animal Health will not provide market support/cooperative advertising funds for any program, advertising or promotional piece that advertises or offers Products at a price below the MAPP Price. Merck Animal Health will not pay any dealer or retailer rebates or similar incentives for any Products that are shown to have been advertised at prices below the MAPP Price.
In the event a Retailer in not in compliance with this Policy, Merck Animal Health may take one or more the following actions in its sole discretion: Retailer’s acquisition price for the Product(s) in question under its current agreement with Merck Animal Health may be increased by not more than 10% for a period not to exceed 90 days.
Retailer’s right to purchase the Product(s) in question under its current Retailer Agreement with Merck Animal Health may be suspended for a period not to exceed 90 days.
Merck Animal Health will consider adherence to its Minimum Advertised Price Policy as a significant factor in selecting and retaining authorized retailers. Merck Animal Health’s decision to not pursue any specific instance of non-compliance is in no way a waiver of the right of Merck Animal Health to impose one or more of the above consequences for any future instance of non-compliance.
Merck Animal Health will not accept any communication from a Retailer who has failed to comply with this Policy regarding the non-compliance, or the willingness of the Retailer to bring its prices into compliance with this Policy. Merck Animal Health will not accept any communication from a Retailer about any other Merck Animal Health distributor and such other distributor’s pricing, promotional or advertising activity.
Merck Animal Health may append this Policy to an agreement with Retailer strictly as a convenience to ensure that Retailer has fully read and understood this Policy. This Minimum Advertised Price Policy will not be considered a part of any such underlying agreement to which this Policy is appended.
This Policy is void where prohibited by applicable law.