UPP Policy

Dear Authorized Reseller,

At The Sound Organisation, we have devoted ourselves to finding and distributing the finest quality products at fair and reasonable prices. We have also dedicated our efforts to building an excellent reputation with our chosen retailers and a highly respected brand image with the consumer. To maintain this reputation, and to continue in this direction, we have determined that it is necessary to enact certain pricing policies.

We firmly believe that heavy discounting of our products below our manufacturer’s retail price is detrimental to our partner’s brand name and image we have built over the years. Such discounting also threatens the profits and margins of our valued retailers, such as yourself. Our retail prices are based on what we feel to be the true value of our products and reflect fair prices to the consumer at a reasonable markup to our retail customers.

It is with this in mind that The Sound Organisation formally announces its unilateral pricing policy (“UPP”) concerning products and brands we offer for sale to our retailers:

Policy Statement

The Sound Organisation, in its sole discretion, reserves the right to discontinue doing business with any Authorized Reseller that sells any product(s) covered by this Unilateral Pricing Policy at a price lower than the UPP.

General Guidelines

    1. The products covered by this policy are listed in Section 6, [“UPP Products”].  SoundOrg may at its own discretion modify this list from time to time. It is the Authorized Reseller’s responsibility to review this policy.

    2. The Sound Organisation recognizes that Authorized Resellers are free to make their own decisions to advertise and sell products we represent at any price they choose, without consulting or advising The Sound Organisation.  Similarly, The Sound Organisation will exercise its right to make its own decisions regarding our The Sound Organisation Reseller Program, supplemental marketing materials, point-of-sale displays, product allocation, new product availability, or future promotional, joint marketing or sponsorship programs.

    3. This UPP applies to advertised prices, as well as the actual price sold to an individual whether in store, via an e-commerce portal, or over the telephone.

Advertising Guidelines

    1. The UPP applies to all advertising of UPP Products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage included but limited to internet sites, social media sites, apps, or any other electronic media.

    2. Some products require authorization from The Sound Organisation before they are allowed to be sold using any e-commerce channel whether it is by a third party or dealer direct. It is the Authorized Reseller’s responsibility to contact his/her SoundOrg Regional Sales Manager to discuss what products are, or are not, allowed to be sold via e-commerce activities and whether the Authorized Reseller has been given permission to engage in those activities.

    3. The UPP does not solely apply to on-premise or in-store advertising that is not seen or distributed to customers or clients.

    4. Website features such as “Click for Price”, automated “Bounce-Back” pricing emails, pre-formatted email responses, forms, and automatic price display for any items prior to, or after being placed in the customer's shopping cart, and other similar features are considered to be communications initiated by the Authorized Reseller [rather than by the customer/client] and thereby constitute “Advertising” under this Unilateral Pricing Policy.

    5. Activities initiated by an Authorized Reseller such as, “Call for Price”, or “Email for Price”, or any similar language, specifically with respect to products distributed by The Sound Organisation are considered a violation of this UPP.

    6. This UPP also applies to any activity which The Sound Organisation determines, in its sole discretion, is designed or intended to circumvent the intent of this UPP, such as solicitations for “Group Purchases” and the like.

    7. It shall not be a violation of this UPP to advertise covered products distributed by SoundOrg as long as the Authorized Reseller does not include any advertised price below UPP, otherwise complying with this Unilateral Pricing Policy.

    8. From time to time, The Sound Organisation may permit Authorized Resellers to advertise UPP products at prices below UPP prices as shown in the most current price sheet, or communicated directly by The Sound Organisation.  In such events, The Sound Organisation reserves the right to modify or suspend UPP prices with respect to the affected products for a specified period of time by providing advance notice to all Authorized Resellers of such changes.

    9. From time to time The Sound Organisation may offer a direct manufacturer’s rebate to customers.  In such event, it shall not be a violation of UPP to advertise the availability of the manufacturer’s rebate, provided that:

    10. the advertisement includes a UPP-compliant price, the rebate amount, and the net price after manufacturer rebate is expressed in the same type size and style; an asterisk is placed next to the net price after manufacturer’s rebate; and “*after manufacturer-sponsored rebate” appears in the same area of the advertisement as the advertised product.

    11. If a third-party marketplace offers in house fulfillment, for example Amazon’s Fulfillment By Amazon (FBA) program, The Sound Organisation products may not be placed into this external warehouse for pricing, packing and shipping.  Instead, The Sound Organisation requires retail partners to ship directly to the end-user.  One example of this would be Amazon’s SFP (Seller Fulfillment Prime) scenario.

Bundling Guidelines

    1. “Bundling” or advertising The Sound Organisation products for sale together with other products will violate this Unilateral Pricing Policy when: the effective or stated price of the bundle represents a discount below the UPP; or the product(s) bundled with UPP Products violates The Sound Organisation Intellectual Property rights; or the product(s) bundled with UPP Products violates Brand Trademarks, or Intellectual Property Rights; or the product(s) bundled with UPP Products include words, packaging, graphics, or other indicia which may create customer confusion as to the source of the product(s).

    2. Product(s) bundled with the UPP Products must not, without conspicuous warning, be: technically incompatible; or in the case of products used within the context of a home or commercial communications networks, be of a speed or class that is likely to result in a degradation of quality or performance of the associated UPP Product(s); or in the case of all products, create or encourage additional risk of damage, bodily injury, or death to the customer if used together.

    3. Gift cards, coupons, points, or other incentives which are contingent on the purchase of a UPP covered Product(s) will violate this Unilateral Pricing Policy.

    4. Rebate programs originating from, or approved by, The Sound Organisation, whether on UPP products or SoundOrg partners’ products are exempt from this policy.

Policy Enforcement

    1. If an Authorized Reseller with single or multiple store locations, violates this UPP at any one store location, or on any associated website, The Sound Organisation will consider this to be a violation by the dealer.

    2. The Sound Organisation reserves the right to cancel any pending orders, restrict future orders, or suspend dealers’ account if The Sound Organisation reasonably believes: An Authorized Retailer has violated the provisions of this policy; or An Authorized Retailer intends to violate this policy.

    3. The Sound Organisation’ UPP Administrator is solely responsible for determining whether a violation of the UPP has occurred, as well as determining appropriate sanctions.

    4. Waivers to this UPP may be granted in The Sound Organisation’ sole discretion by the UPP Administrator in writing.  The Sound Organisation’ Sales, Marketing, or other personnel are not authorized to modify or grant exceptions to the UPP.  In the event that the UPP Administrator authorizes a waiver to the UPP, dealers must strictly adhere to the terms of the waiver letter.  Deviation from the terms of the waiver letter are deemed an additional violation of this UPP as outlined in The Sound Organisation’s “Unilateral Pricing Policy Violation Enforcement Document.”

    5. The Sound Organisation monitors the advertised prices of dealers, either directly, or via the use of third-party agencies or tools. Dealers are expected to provide reasonable cooperation in any SoundOrg investigation regarding possible UPP violations.  Hindering, obstructing, delaying, or otherwise failing to cooperate with a The Sound Organisation UPP investigation is a violation of this Unilateral Pricing Policy.

    6. The UPP Policy will be enforced by The Sound Organisation in its sole discretion and without notice.  Dealers, distributors, resellers, have no rights to enforce the UPP.  Violations of this policy may result in the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law.  All questions related to this UPP should be directed to: upp@soundorg.com.

Severability

    1. If any of the provisions of this Unilateral Pricing Policy shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, such provisions shall be limited, or eliminated, to the minimum extent necessary so that this UPP shall otherwise remain in full force and effect.

List of UPP Products

    1. Please see the most current UPP pricing sheet as published by The Sound Organisation.

 

We thank you for your trust and continued loyalty to our brands and our business practices, all of which are designed and focused on helping you build your business.