MINIMUM ADVERTISED PRICING POLICY

Hella Automotive Sales Inc. (hereinafter “HELLA”) is committed to supporting our Authorized Dealers and Resellers selling the HELLA products in United States and Canada by continuing to provide high-quality, premium products for the automotive aftermarket industry while maintaining its brand equity and integrity. In furtherance of this goal, Hella has unilaterally established and will unilaterally enforce this Minimum Advertised Price Policy (“MAP”).

The MAP Policy establishes minimum advertised prices (“MAP Price”) for selected HELLA products (“MAP Products”). Hella will unilaterally select the MAP Products and set the MAP price, which shall be equal to the Manufacturer’s Suggested Resale Price set by Hella. The HELLA MAP Policy and current list of MAP products can be found at www.MyHellalights.com/MAP.

WHAT THE POLICY PROHIBITS AND PERMITS

Authorized Dealers and Resellers in the United States or Canada may not advertise a MAP Product at a price below the MAP Price. HELLA, in their sole and absolute discretion, may determine to apply the MAP Policy to advertising practices that Hella believes are designed or intended to circumvent the intent of this MAP Policy.

The MAP Policy also prohibits Authorized Dealers and Resellers from selling any HELLA product to any reseller that is on the HELLA “Do Not Sell” list.

The MAP Policy applies to ANY and ALL means of advertised pricing, to ANY and ALL customers, “Advertising” includes any and all media, including, but not limited to , print advertising (e.g. magazines, catalogs, newspapers, posters, flyers and direct mail), e-mail and facsimile advertising (e.g. broadcast campaigns, flyers, coupons and similar inserts), internet or similar electronic media (e.g. Amazon, eBay, Google), Dealer websites, internet banner ads, social media blasts, social networks, search engine advertising and all other types of digital signage. It also applies to third-party platforms such as Amazon, eBay, Google, or any like platforms in which it may operate as a vendor or have a re-distributor operate on its behalf. It is a violation of the MAP Policy to advertise a price below MAP pricing, even if such advertised price was automatically or manually generated due to a MAP Policy violation by a vendor or competition another medium or platform.

If your business participates in consignment inventories such as the Fulfilled By Amazon (or FBA) program, then your business is held responsible if any such consigned/comingled inventory is used in support of MAP violators on our Do Not Sell list. Therefore, we suggest that you do not participate in these types of programs as it puts your account at risk of being closed for selling to Do Not Sell List MAP Violators

Authorized Dealers and Resellers may not advertise a price in violation of this MAP Policy in an effort to match or beat a competitor’s price.

The MAP Policy does not restrict Authorized Dealers and Resellers from:

· Setting their own resale price, so long as they do not advertise a price below the MAP Price.

· Advertising MAP Products at a price higher than the MAP Price.

· Advertising in general that the reseller has “the lowest prices” or will match competitors pricing or to use similar phrases so long as the reseller does not include any advertised price below the MAP Price.

· Advertising “call for pricing” or “email for price” so long as no price below published MAP is listed.

· Offering free or reduced shipping

· Offering discount certificates and/or coupons toward future purchases, so long as no price below MAP is advertised.

POLICY ADMINISTRATION

From time to time, HELLA will issue a written, updated list of MAP Products and associated pricing. HELLA reserves the right to modify the MAP Policy and list of MAP Products at any time and for any reason and will inform our Authorized Dealers and Resellers in writing of any such changes at least 72 hours before the change is effective. HELLA will inform Authorized Dealers and Resellers if and when a MAP expires for any MAP Product. Expiration will remove all MAP requirements for the specified product(s).

POLICY ENFORCEMENT

MAP Policy compliance will be unilaterally monitored and enforced by HELLA. At its sole discretion, HELLA may deal with MAP policy violations by taking steps to include but not limited to the following:

• Reduction or Revocation of discounts and other purchasing privileges or benefits.

• Refusal or Cancellation of orders for any or all products of HELLA.

• Revocation of Authorized Dealers or Resellers status as an authorized reseller of Hella products

• Addition of Authorized Dealers or Resellers names to the HELLA Do Not Sell list.

• Revocation of Authorized Dealers or Resellers authorization to use HELLA’s trademark and/or copyrighted images, logos, and /or text, including but not limited to marketing material, product description and company information.

All questions about the policy should be in writing and directed to [email protected]. No HELLA representative or employee has authority to modify or alter this policy. If an Authorized Dealers or Resellers learns of any modification or alteration of the Policy or an attempt to do so, it should immediately notify the Hella MAP administrator at the address provided above.

This is a unilateral action. HELLA is not seeking agreement to adhere to this MAP policy. The policy does not constitute an agreement or contract between HELLA and any of its Authorized Dealers or Resellers.