PRICE LIST

Pro-Line 3rd Party Marketplace and Auction Site Policy
Pro-Line racing is instituting new policies affecting Pro-Line dealers and distributors designed to enhance the brand value and exclusivity of the Pro-Line products. Beginning January 1, 2016, Pro-Line will allow only Qualified Dealers to market Pro-Line product lines on 3rd party marketplace, or on auction sites.

This policy acknowledges that the Pro-Line products will be less available on the bulk internet sites and more exclusively available on Pro-Line dealers’ own e-commerce websites or in their own stores subject to Pro-Line’s minimum advertised price guidelines. This policy makes Pro-Line dealers more valuable, increases traffic to Pro-Line dealer e-commerce websites, and will enhance customer experiences with the Pro-Line products.

Any Pro-Line dealer seeking Qualified Dealer status must contact Pro-Line for written authorization to market Pro-Line products in 3rd Party Marketplaces or Auction Sites. Pro-Line dealers found marketing the Pro-Line products in violation of these policies will have their accounts restricted until the violations are resolved.

Definitions:
- Pro-Line Products include Pro-Line and PROTOform Products

- 3rd party marketplace includes: Internet based market places including, but not limited to amazon.com, sears.com, bestbuy.com, newegg.com, rakuten.com, overstock.com, walmart.com, banggood.com, alibaba.com, etc.

- Internet based auction sites, including but not limited to ebay.com, buy.com, Yahoo auctions, quibids.com, etc.

Pro-Line Minimum Advertised Pricing Policy
In order to preserve its reputation for providing customers with high quality products, strong after-sales support, and to further enhance the Pro-Line brand image and its competitiveness in the marketplace Pro-Line Racing is unilaterally instituting a policy of minimum advertised price standards for Pro-Line products. This Minimum Advertised Pricing Policy (“MAP Policy”) will become effective January 1, 2016 and will apply to all distributors and retailers, including catalogs and internet retailers (collectively, “Resellers”), who resell Pro-Line products to end users located in the United States.

Pro-Line greatly values the efforts of all Resellers to distribute Pro-Line products and support our customers. This MAP Policy is adopted for the benefit of all Resellers and will be uniformly enforced.

This MAP Policy shall work under the following guidelines:

1. Pro-Line will, from time to time, publish a Schedule of Manufacturer’s Suggested Retail Prices (“MSRP Schedule”) on its internet website, which may be amended or adjusted by Pro-Line at any time in its sole discretion. The MSRP Schedule will identify the effective date, the Pro-Line products that are subject to this MAP Policy and the manufacturer’s suggested retail price (“MSRP”) for those products. Each advertisement of a Pro-Line product identified in the MSRP Schedule that is more than 20% below the MSRP will be a violation of this MAP Policy. Pro-Line products not specifically identified in the MSRP Schedule are not subject to this MAP Policy. The initial MSRP Schedule is enclosed.
2. This MAP Policy applies to all advertisements of Pro-Line products listed on the MSRP Schedule in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, e-mail newsletters, e-mail solicitations, internet or similar electronic media, television, radio, and public signage. This MAP Policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer(s).
3. The inclusion in advertising of free or discounted products (whether made by Pro-Line or another manufacturer) with a product covered by this MAP Policy would be contrary to this MAP Policy if it has the effect of discounting the advertised price of the covered Pro-Line product more than 20% below the MSRP.
4. If pricing is displayed, any strike-through or other alteration of the MSRP that is paired with a discount price more that 20% below the MSRP is prohibited.
5. This MAP Policy applies only to advertised prices and does not apply to the price at which Pro-Line products are actually sold or offered for sale to an individual consumer within Resellers’ retail location or over the telephone. Resellers remain free to sell these products at any prices they choose under these circumstances.
6. This MAP Policy does not establish maximum advertised prices. All Resellers may offer Pro-Line products at any price in excess of the MSRP.
7. Pricing listed on an internet site is considered an “advertised price” and must adhere to this MAP Policy. Once the pricing is associated with an intent to purchase (added to shopping cart or order), the price becomes the selling price and is not bound by this MAP Policy. Statements such as “add to basket to see price”, “we will match any price”, “call for price” or phrases of similar import are acceptable as long as the price advertised or listed for the products is not more than 20% below the MSRP. In addition, discounts applied at checkout to the entire order based on a customer’s purchasing history with the Reseller, such as discounts for “frequent shoppers”, do not violate this MAP Policy.
8. This MAP Policy is solely within Pro-Line’s discretion and authority acting through the duly authorized managers of Pro-Line. No employee or sales representative of Pro-Line has any authority to discuss, modify or grant exceptions to this MAP Policy. Any representation or action by any employee, sales representative or persons not specifically authorized to discuss, modify or grant exceptions to this MAP Policy under this paragraph is unauthorized and invalid. All questions about this MAP Policy should be in writing and directed via U.S. Mail to MAP Policy Administrator, Pro-Line, 201 W. Lincoln St. Banning, CA 92220 or via e-mail to sales@prolineracing.com who will respond only in writing. No oral communications about this MAP Policy are authorized. The MAP Policy Administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to Resellers regarding the policy and receiving any communications regarding sanctions imposed under this MAP Policy. If you so choose, you may forward information about non-compliance with the MAP Policy or the MSRP Policy to the above email and physical addresses. However, please be advised that no Pro-Line personnel or sales representative will contact you to acknowledge, respond or follow-up on what you report, nor will they discuss the enforcement of the MAP Policy or MSRP Policy or pricing practices or other dealers or distributors with you. Any action taken by Pro-Line under this MAP Policy shall be without liability to Pro-Line.
9. From time to time, Pro-Line may choose to offer special promotions on certain products. In such an event, we reserve the right to modify or suspend this MAP Policy in whole or in part by notifying all Resellers of the duration and nature of the change. Pro-Line further reserves the right to adjust the MSRP with respect to all or certain products at its sole discretion. Such changes shall apply equally to all Resellers.
10. Intentional and/or repeated failure to abide by this MAP Policy will result in sanctions unilaterally imposed by Pro-Line. The level of sanctions will be determined by Pro-Line in its sole discretion and may include indefinite termination of dealership or distributorship. Pro-Line does not intend to do business with Resellers who degrade the image of Pro-Line and its products. Pro-Line need not provide prior notice or issue warnings before taking any action under this MAP Policy.
11. Distributors of Pro-Line products will supply a copy of this MAP Policy to any new or existing Reseller for their records.
12. The terms of this MAP Policy are confidential and should not be disclosed to other parties.

This MAP Policy has been established by Pro-Line to help ensure Pro-Line’s position as a world-class manufacturer of high-quality products and to protect the reputation of its name, products, distributor, dealer, and end-user relations. This MAP Policy is also designed to avoid destructive intra-brand conflict and to ensure that dealers and distributors have the incentive to invest resources into services for Pro-Line customers.