UMRP Resale
Unilateral Minimum Resale Price (UMRP) Policy
Effective March 2023
ECO Capital, Inc. (“Eco Battery”), a Texas corporation, is implementing a Unilateral Minimum Resale Price Policy (this “Policy”) applicable to each Eco Battery authorized original equipment manufacturer or distributor (each a “Distributor”). This Policy replaces any and all prior policies and pricing related to the Distributor program and is effective as of March 7, 2023.
Each Distributor is free to advertise and sell Eco Battery products (each a “Covered Product”) at prices they determine; however, no Distributor may advertise or sell a Covered Product at a Net Adjusted Price (as defined below) that is less than the minimum resale price established by Eco Battery (the “UMRP”).
Violations of the Policy
A violation occurs if a Distributor:
1. Offers a Covered Product (via quote, advertisement, promotion, etc.) below the UMRP.
2. Sells a Covered Product (in-store, online, catalog, etc.) below the UMRP.
3. Otherwise provides a Covered Product at a Net Adjusted Price below the UMRP.
Although Distributors may set their own prices (at or above UMRP), Eco Battery may take the following actions after confirming a violation:
• First violation: Eco Battery will collect the difference between the UMRP and the Net Adjusted Price for each affected Covered Product.
• Second violation: Eco Battery will collect the difference plus a $50.00 fee per affected Covered Product.
• Third and subsequent violations: Eco Battery will collect the difference plus a $100.00 fee per affected Covered Product and may stop selling products to the Distributor.
No incentives will be paid on any sale that violates the Policy.
Eco Battery will notify the Distributor in writing and issue an invoice. Payment must be made within 30 days. Failure to pay may result in a deduction from amounts owed by Eco Battery to the Distributor.
Discounted Price & Net Adjusted Price
Eco Battery may update the UMRP at any time and will communicate changes via the dealer portal or official price lists. Distributors are responsible for ensuring they follow the current UMRP.
"Net Adjusted Price" means the lower of:
1. The price at which a product is offered, or
2. The price actually paid by the customer,
after accounting for all applicable discounts, deductions, rebates, and allowances.
Reduced-Price Services
The following services may be offered at a reduced price, as long as Eco Battery determines the value is reasonable:
1. Delivery of purchased Covered Products
2. Installation of purchased Covered Products
3. Removal and disposal of replaced products
Multiple Locations
For Distributors with multiple locations, violations may apply across all locations or to individual locations separately, at Eco Battery’s discretion.
Exemptions
A Distributor may advertise or sell a Covered Product below the UMRP without violating the Policy if:
1. The exemption is clearly noted on the quote or invoice, and
2. The exemption qualifies under one of the following categories:
a. Discontinued Product Exemption – The product has been officially discontinued by Eco Battery.
b. Eco Battery Approved Exemption – A specific quote or sale is approved in writing by Eco Battery.
c. Personal Use Resale Exemption – The sale is to an approved Distributor or individual for personal use.
d. Prior Date Exemption – The quote or sale was consistent with UMRP at the time it was issued, prior to this Policy's effective date.
Investigation & Enforcement
Eco Battery may investigate any credible report of a violation. All decisions related to enforcement will be made unilaterally by Eco Battery.
Unilateral Policy
Distributors are free to decide whether or not to follow this Policy. Eco Battery does not request or accept any promise of compliance. Nothing in any agreement between a Distributor and Eco Battery will be interpreted as requiring agreement to this Policy.
Eco Battery’s determination regarding violations is final and will be communicated in writing.
Contact
Questions or reports of potential violations must be submitted in writing to:
ECO Capital, Inc.
Attn: Legal
335 S Commerce St
Hurricane, UT 84737
legal@ecobattery.com