Legal

Authorized Dealership Policy for Neat-Oh! International, LLC Brick and Mortar, Catalog and E-Commerce Retailers in the United States

Effective January 1, 2013

This policy will apply to the products owned or licensed, produced and distributed by Neat-Oh! International, LLC and its divisions or affiliates (“Neat-Oh!”) through brick and mortar, catalog or E-Commerce sales channels in the United States, which are listed as having a minimum advertised price (“MAP”) on the Neat-Oh! price list, as provided to Neat-Oh!’s authorized dealers from time to time and, if applicable, located at www.0d1.217.myftpupload.com.

The products with a MAP price listed on the Neat-Oh! price list will be referred to in this Policy as the “Covered Products,” and Neat- Oh! reserves the right to update the list by making changes to this policy or the price list and either posting those changes on its website or otherwise providing them to Neat-Oh!’s authorized dealers. In order to purchase any Covered Product line, retailers must be approved as an Authorized Covered Product Dealer by meeting with your authorized Neat-Oh! sales representative. Your representative will assist with your account setup and be your point of contact for ordering the Covered Products.

Neat-Oh! has unilaterally established this Dealership Policy such that all of the Covered Products must be advertised at or above Neat- Oh!’s MAP price for such products (as set by Neat-Oh! from time to time). All advertised sales transactions are subject to this Policy, including but not limited to in-store, telephone, fax, e-mail and internet transactions. This Policy is not an agreement between the retailer and Neat-Oh! to establish or maintain any particular price on the Covered Products. Neat-Oh! does not seek and will not accept dealer agreement to this Policy. Each dealer is free to establish prices at whatever levels it chooses.

Neat-Oh! sells Covered Products to wholesale customers who have one or more brick and mortar stores and/or have sufficient stand-alone website presence and branding, all as determined by Neat-Oh! in its sole discretion on a case-by-case basis. All sellers of Covered Products must have their own fulfillment and customer service operations. The seller’s website must clearly identify and provide contact information for the seller, including street address, phone number and email address. Neat-Oh! monitors Internet marketing and sales activities for Neat-Oh! products and may take action as necessary to decline orders from any customer who do not have one or more brick and mortar stores or whose Internet marketing and sales activities are not in compliance with Neat-Oh! policies.

Where retailers decide to market any Covered Product line in a manner that is inconsistent with our retail policy, Neat-Oh! may exercise our right to cancel any/all preferential terms/allowances with, or to not make further sales to, that account of such Covered Product or, at Neat-Oh!’s discretion, of all Covered Products. When such decisions are made, they are not subject to any negotiation or modification.

Neat-Oh! has established this Policy because certain retailers are aggressively discounting their selling prices for the Covered Products, resulting in thin and eroding margins. Low margins have limited retailers’ ability to effectively display, sell, deliver, service and otherwise provide a superior selling environment for the Covered Products. To build the reputation and brand equity of the Covered Products in the US for superior quality, design and customer service, we have established this Policy. Neat-Oh! also wishes to encourage inter-brand competition with other major brands of products that compete with the Covered Products, and believes that this Policy will best allow it to promote such competition.

The exceptions to this Policy are:

1. Seasonal, ordinary course time‐bounded sales events that are standard in the industry,
2. Gifts during opening events of any new stores at the new store only;
3. Store employee and shareholder discounts;
4. Products designated by Neat‐Oh! as discontinued ‐ all such products must be clearly marked as discontinued andany advertisements or point of sale signage must identify the products as discontinued; and
5. Store closing sales for a period not to exceed 30 days prior to the designated closing date.

This Policy will replace all former or existing policies of Neat-Oh! related to the Covered Products. Dealer questions as to this Policy should be addressed to Neat-Oh! by email at [email protected]. Neat-Oh! sales representatives are not authorized to engage in discussions with Dealers on any aspect of this policy or any decision made in connection with this policy, and Neat-Oh! will not respond to questions or comments from one retailer about the activities of another.

To inquire about becoming an Authorized Covered Product Dealer, please contact your Neat-Oh! sales representative. To find your sales representative, please contact Neat-Oh! Customer Service at (847) 441-4290.

———————————————————————————————————————————–

Channel Policy

Sales on Walmart.com, Ebay.com, Amazon.com and any other .com retailer are not permitted without prior written approval from Neat-Oh!