EGR CANADA UMAP

EGR, Inc. (“EGR”) recognizes that its high-quality resellers invest time and resources to deliver an extraordinary customer experience through knowledgeable staff and compelling vendor presentation. To support its resellers’ efforts, EGR wishes to establish policies that allow resellers to earn the profits necessary to maintain the high level of customer excellence people have come to expect from EGR resellers.

In order to successfully compete in the marketplace and to maintain its premium brand image, EGR has announced this Unilateral Minimum Price Policy (“UMAP”). Hereafter, all sales from EGR resellers to end-users of products set forth in EGR’s UMAP Price Grid (the “Product(s)”) inside Canada shall be subject to this UMAP.

EGR Products covered and their coordinating minimum advertised prices are set forth in the UMAP Price Grid and shall be delivered or otherwise made available by EGR to the reseller. EGR reserves the right from time to time to alter, modify, suspend, or cancel this UMAP, the Products covered, and/or the minimum advertised prices.

This UMAP does not restrict a reseller’s right to establish independent advertised and/or resale prices of EGR Products. EGR reserves the right to determine whether a reseller has advertised EGR’s Products at a net advertised price less than the minimum advertised price established in this UMAP. Upon such determination, EGR may, without assuming any liability, cancel all orders and may indefinitely refuse to accept new orders from the reseller. Please note that following the actions of another reseller is not an exception to this UMAP and will be considered non-acquiescence.

This UMAP has been unilaterally adopted by EGR. EGR neither solicits nor will it accept assurances by any reseller of acquiescence with this UMAP. Nothing in this UMAP shall constitute an agreement between EGR and any reseller of compliance with this UMAP. The reseller within its own discretion can choose to acquiesce or not acquiesce with this UMAP. EGR will not discuss conditions of acceptance related to this UMAP. This UMAP is non-negotiable and will not be altered, modified, or amended for any reseller.

The following are actions that constitute acquiescence with EGR’s UMAP:

• The offer of free shipping or financing on Product(s) listed in the UMAP Price Grid
• The offer of a gift card redeemable for value on a future purchase with the purchase of Product(s) listed in the UMAP Price Grid
• EGR, from time to time within its sole discretion, may announce promotional prices and bundles of Product(s) listed in the UMAP Price Grid

The following are actions that do not constitute acquiescence with EGR’s UMAP:

• Advertising that: i) states things such as “see price in cart,” “click to see price,” “add to cart for best price,” or “call for price”; ii) lists a price that is struck through; iii) does not list a price, or iv) contains any language or graphic representation that implies, or from which the end-user can infer, that the end-user may click through to the cart to see a price lower than that set forth in the UMAP Price Grid
• The issuance of non-EGR announced rebates (in any form, including coupon codes) on Product(s) listed in the UMAP Price Grid
• Combining a Product from the UMAP Price Grid with any other product for a combined price lower than the combined price of what the two (2) products could be advertised independent of each other as set forth in the UMAP Price Grid

EGR’s sales personnel have no authority to modify or grant exceptions to this UMAP. All questions regarding interpretation of this UMAP should be directed to the UMAP Committee at pricing@egrusa.com.