CUSTOMER SERVICE

Phone: 951-894-5104 or 800-317-6253, Fax: 951-894-5108, Email: sales@prpseats.com.

Any questions regarding these terms and conditions can be submitted to POLICY@PRPSEATS.COM.

DEFINITIONS

For purposes of this Policy:

• “Products” means products that are made available by PRP Seats for sale to an Authorized Dealer and the product carries any brand or trademark that is claimed by PRP Seats;
• “Authorized Dealer” means a distributor, dealer, or other reseller authorized by PRP Seats to resell Products, whether the Authorized Dealer purchased product directly from PRP Seats or from a third party;
• “PRP Seats Intellectual Property” means any or all of the patents, trademarks, service marks, trade names, commercial symbols, designs, specifications, copyrights, images, part numbers, data, database, marketing information, trade secrets and confidential information in which PRP Seats or its designees claim rights;
• “PRP Seats Notice” means notice to an Authorized Dealer from PRP Seats in written or electronic form or made available on a PRP Seats-designated website;
• “PRP Seats Policy” means collectively the then-current versions of this document and other announcements, policies, and product information issued in writing or made available electronically by PRP Seats to an Authorized Dealer;
• “Do-Not-Sell List” means PRP Seats Notice which indicates that the designation of an Authorized Dealer has been revoked with respect to all of the Products to one or more businesses, organizations, or addresses.

RESERVATION OF RIGHTS

PRP Seats reserves the right to amend, interpret, revise or withdraw PRP Seats Policy in whole or part at any time without prior notice. PRP Seats Policy supersedes (or, if so indicated, supplement) all prior policies, agreements, and statements by PRP Seats on the subject of such policy, both oral and written. Except as otherwise expressly provided in the PRP Seats Policy, each modification of the PRP Seats Policy will be effective immediately. PRP Seats’ interpretation of PRP Seats Policy will control.

PRP Seats may change prices at any time and without prior notice. Quoted prices may include discounts intended to promote Customer marketing, advertising, merchandising, promotion, sales, customer service, distribution, inventory, training, data configuration, warranty processing, and related functions associated with the resale of PRP Seats Product. PRP Seats reserves the right to reduce or eliminate these discounts at any time.

PRP Seats reserves all rights to restrict the use of PRP Seats Intellectual Property.

PRP Seats reserves the right, without prior notice, to make changes in materials, specifications, product design, part numbers, packaging, and labeling without incurring any obligation to any customer for any previously offered or sold Product. At any time and without prior notice, any or all Products may change, in which case, PRP Seats or Authorized Dealers may without liability or penalty cancel all pending orders (even if accepted) for such Products and refuse to accept any new orders for such Products.

PRP Seats unilaterally determines which Products to offer to a specific Authorized Dealer, and may change Product availability authorizations at any time without notice, including the cancellation of any unshipped orders, regardless of whether PRP Seats has accepted a purchase order.

PRP Seats reserves the right to withdraw Authorized Dealer status, cancel orders, or to cease doing business with any customer or party at any time with or without cause, including without limitation failure to comply with PRP Seats Policy. PRP Seats will monitor compliance with the PRP Seats Policy. Authorized Dealer status, purchase rights, and any other aspects of the business relationship may be revoked unilaterally by PRP Seats at any time with or without cause.

PRP Seats unilaterally designates each Authorized Dealer of Products. Authorized Dealers are required to promote the use of Products and PRP Seats brands effectively, respond to requests from customers, accept customer warranty returns, represent Products in a positive and professional manner, advertise in a responsible manner, use PRP Seats Intellectual Property only as authorized, and comply with PRP Seats Policy.

PRP Seats Intellectual Property may only be used by Authorized Dealers as authorized by PRP Seats. PRP Seats Intellectual Property may only be used to advertise, promote, and sell PRP Seats Products. Any other use of PRP Seats Intellectual Property must be specifically authorized by PRP Seats in writing.

PRP Seats Intellectual Property may only be used on the Internet by Authorized Dealers. PRP Seats Policy requires that any Authorized Dealer comply with any notices from PRP Seats to discontinue the use of Intellectual Property on the Internet.

Each PRP Seats Authorized Dealer is required to advise the resellers it serves of applicable PRP Seats Policy.

REQUIREMENTS

To be an Authorized Dealer of PRP Seats we require that you:

1. Be in the automotive or Powersports industry
2. Possess a valid business license
3. Possess a resale permit for the state you are in if it is required by your state.
4. Occupy a physical business location in a commercial area. A photo of your business location is required at the time of application.
5. You must adhere to our Minimum Advertised Price (MAP) policy on all of our published prices.

Even if the above five requirements above are met, final Authorized Dealer approval is at the sole discretion of PRP Seats.

PRICING DISCOUNTS

PRP Seats has established different pricing discounts for Authorized Dealers. To obtain larger pricing discounts, Authorized Dealers must meet the appropriate sales levels. Discount levels are established as follows:

• Dealer: Must meet all requirements above, make a $2,500 buy-in and purchase an average of $2,500 of PRP Seats product per quarter over the previous 4 quarters.
• Distributor: Must meet all requirements above and purchase an average of $5,000 of PRP Seats product per quarter over the previous 4 quarters.

Any discounts beyond this will be negotiated on a case-by-case basis.

Once an Authorized Dealer has been placed at the Dealer or Distributor discount, future orders will be based on that price regardless of the order size. The Authorized Dealer’s pricing discount level will be reviewed on a quarterly calendar basis. Based on the sales from that quarter, the Authorized Dealer will be moved to the appropriate discount level.

PLEASE NOTE: IF QUARTERLY SALES MINIMUMS ARE NOT MET THE AUTHORIZED DEALER WILL BE MOVED TO A LOWER DISCOUNT LEVEL.

PRP has also established quantity pricing on one single order of the same product. Quantity pricing is listed on the price list.

Prices are rounded up to the nearest dollar and do not include shipping. Prices and merchandise are subject to change without notice.

ORDER PLACEMENT

In order to expedite your order process, please provide our sales staff with:

1. Name of person placing order
2. Company Name
3. Shipping Address
4. P.O. No. or Customer Name

All orders need to be signed and verified by fax or email. Orders that are faxed require the use of PRP Seats’ approved order sheet.

SHIPPING, FREIGHT, AND HANDLING

Unless otherwise specified, shipments will be shipped via Fed Ex or Freight.

Tracking Numbers are generated at the time the order is placed and copied to the invoice. If an email address is on file, we will email an invoice which lists the estimated ship date and a tracking number.

Expedited delivery options, including next day delivery, are available at an additional cost to the customer.

FEDEX 3rd party billing to the Customer’s FEDEX account are also available.

PRP Seats will add a $10 handling charge to each order that is drop shipped regardless of shipping destination.

Back orders can be shipped upon availability or canceled after the initial shipment as specified by PRP Seats.

DELIVERY

PRP Seats will deliver to Authorized Dealers within an approximate 60-mile radius of Temecula, CA (excluding the Palm Springs area) for free on orders that total $2,500 or more. PRP Seats will also deliver orders that total less than $2,500 for a $20 fee (same radius and exclusions).

DISTRIBUTION RESTRICTIONS

Authorized Dealers shall not directly or indirectly sell, distribute, transfer, mail, market, ship, export, transport, or otherwise deliver any Products to any person, business, organization, or destination located outside the United States, Canada or Mexico, and shall not sell or transfer Products to any party that intends to directly or indirectly ship such Products outside the United States, Canada or Mexico. Exceptions to these export restrictions must be approved in writing by a PRP Seats authorized representative.

PRP Seats will maintain a Do-Not-Sell List of companies, organizations, and addresses that have had their Authorized Dealer status revoked by PRP Seats. PRP Seats Policy requires Authorized Dealers to refrain from knowingly selling or distributing Products to all organizations and addresses listed on the Do-Not-Sell List. Upon receipt of a new Do-Not-Sell List, all Authorized Dealers are required to cease accepting any new orders from a company on the Do-Not-Sell List.

RESTRICTIONS ON INTERNET SALES AND E-COMMERCE

No Authorized Dealer or its affiliates shall sell Products to another individual or company (“Third-Party Reseller”) for the purposes of advertising, selling or offering for sale any Products by means of the Internet, including websites, mobile applications and third-party marketplaces unless the Authorized Dealer has first obtained from PRP Seats, or its authorized representative, an E-Commerce Authorization.

For purposes of clarification, the intent of the above paragraph is to preclude Authorized Dealers and Third Party Resellers from advertising, selling or offering for sale any Products by means of the Internet or online marketplace unless the individual or business has the express written consent of PRP Seats’ authorized representative.

For purposes of these restrictions, third party marketplaces include, but are not limited to Amazon, Google Shopping, Nextag, Walmart and Alibaba.

Beginning August 1, 2016, secondhand marketplaces, including but not limited to, eBay, Craigslist, and Backpage, are not approved third party marketplaces. While some PRP Seats Authorized Dealers have been “grandfathered” in under a previous policy to sell on eBay, no additional Authorized Dealers or Third-Party Resellers will have permission to sell on secondhand marketplaces.

E-Commerce Authorization can be requested via e-mail at POLICY@PRPSEATS.COM.

MINIMUM ADVERTISED PRICES

PRP Seats is committed to the success of our Authorized Dealers. In an effort to protect your investment of time and resources to carry PRP Seats Products, PRP Seats has established a unilateral Minimum Advertised Price (MAP) Policy.

PRP Seats, in its sole discretion, reserves the right to discontinue doing business with any reseller that advertises any product(s) covered by this MAP Policy at a price lower than the MAP.

PRP Seats Policy does not determine, control, or influence the price at which dealers sell Products. It does not establish maximum advertised prices or require specific prices to be advertised. MAP does not apply to the actual price that a Product is sold in a retail location, over the telephone, or in a response to a consumer inquiry. MAP does not apply to price tags or signs located within a physical retail store. Authorized Dealers are entirely free to set their own prices for Products.

MAP prices for each part number are shown in the attached price schedule and are available to direct customers as well as authorized dealers that purchase from a distributor. MAP applies to all forms of public consumer advertising including but not limited to television, radio, print advertising, catalogs, letters, coupons, internet advertising, email solicitations, websites, or online auctions. MAP also applies to any “dealer initiated communications” including but not limited to automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, and automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features. Promotions that result in an advertised price below MAP are not allowed unless the specific Authorized Dealer promotion is approved by PRP Seats’ authorized MAP Policy Administrator.

PRP Seats Policy requires all Authorized Dealers and Third-Party Resellers to comply with MAP. Authorized PRP Distributors are required to hold their Third-Party Resellers accountable for following PRP MAP policy.

Questions regarding MAP should be submitted in writing to policy@prpseats.com.

Advertising Guidelines

All consumer or public advertisement of PRP Seats branded products must not result in a net price that is below MAP. Net price is defined as the price, less the value of any advertised discounts or instant rebates. Free shipping or installation may be included at the MAP price. Advertisements must not indicate that a price lower than MAP is available.

It is a violation of PRP Seats Policy if the lowest price displayed to the consumer is shown with a strikethrough or obliteration, or with text indicating that a lower price is available. Internet advertisements or auctions that do not show an actual un-obliterated price must not allow the consumer to click to see the price unless the price shown is at or above MAP. If the consumer must add the item to a shopping cart to see the advertised price, then the price shown must be at or above MAP.

This MAP Policy also applies to any activity which PRP Seats determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for “group purchases,” “name your price” promotions, and the like.

Exceptions

From time to time, PRP Seats may permit resellers to advertise Products at prices lower than the listed MAP. In such events, PRP Seats reserves the right to modify or suspend MAP with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.

From time to time, PRP Seats may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that:

i. the advertisement includes a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style;

ii. an asterisk is placed next to the net price after manufacturer’s rebate; and

iii. “*after manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.

Bundling

“Bundling” or the inclusion in advertising of free or discounted products (whether made by PRP Seats or another manufacturer) with a product covered by the MAP policy would be contrary to the MAP policy if it has the effect of discounting the advertised price of the covered product below the MAP.

“Bundling” or advertising PRP Seats products for sale together with other products will violate this MAP Policy when:

i. the effective or stated discount is greater than 10% of the highest priced item in the bundle; or

ii. the product(s) bundled with MAP Products violate PRP Seats’ Intellectual Property rights; or

iii. the product(s) bundled with MAP Products violate the PRP Seats Trademark and Brand Policy; or

iv. the product(s) bundled with MAP Products include words, packaging, graphics, or other indicia which may create customer confusion as to the source of the product(s); or

Gift cards, points, or other future purchase incentives which are contingent on the purchase of a MAP Product will violate this MAP Policy when:

i. the effective or stated price of the bundle represents an immediate discount of greater than 10% of the MAP; or

ii. the effective or stated price of the bundle represents a discount of greater than 10% of the MAP after taking into consideration any contingent future purchase.

Rebate programs from PRP Seats, whether on MAP Products or PRP Seats’s partners’ products are exempt from this policy.

Policy Violations

It is the responsibility of each Authorized Dealer to monitor PRP Seats Policy and product information and review all aspects of their business practices to ensure compliance with PRP Seats Policy.

In the event that PRP Seats determines that a dealer has violated PRP Seats Policy, then a Notice will be sent to the dealer alerting them of the Policy violation. If the dealer does not take appropriate action to remedy the violation within a reasonable period of time defined by PRP Seats, then PRP Seats will remove all discounts for a period of 90 days.

If violations are repeated PRP Seats will cease selling the Products found to be in violation to the Authorized Dealer. PRP Seats may also revoke buying privileges for groups of products or entire product lines. If PRP Seats Policy violations are widespread then PRP Seats will remove all discounts for all Products or will revoke Authorized Dealer status and cease doing business with the customer.

If a dealer with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then PRP Seats will consider this to be a violation by the dealer.

PRP Seats reserves the right to cancel any pending orders, restrict future orders, or suspend dealers’ account if PRP Seats reasonably believes a dealer has violated the provisions of this policy or a dealer intends to violate this policy.

PRP Seats MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy as occurred, as well as determining appropriate sanctions.

Waivers to this MAP Policy may be granted in PRP Seats’s sole discretion by the MAP Policy Administrator in writing. PRP Seats Sales, Marketing, or other personnel are not authorized to modify or grant exceptions to the MAP Policy. In the event that the MAP Policy Administrator authorizes a waiver to the MAP Policy, dealers must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAP Policy.

PRP Seats monitors the advertised prices of dealers, either directly or via the use of 3rd party agencies or tools. Dealers are expected to provide reasonable cooperation in any PRP Seats investigations regarding possible PRP Seats Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a PRP Seats Policy investigation is a violation of this MAP Policy.

The PRP Seats Policy will be enforced by PRP Seats in its sole discretion and without notice. Dealers, distributors, resellers, have no right to enforce the PRP Seats Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. All questions related to this MAP Policy should be directed to: policy@prpseats.com

PRODUCT LINE AVAILABILITY

Some PRP Seats Products may not be available to all customers. PRP Seats approves the availability and pricing of each product based on an assessment of overall business needs and may restrict products unilaterally.

PRP Seats may unilaterally revoke buying privileges for all products without notice.

TRANSFER OF TITLE AND PAYMENT TERMS

Each order is subject to acceptance by PRP Seats and all accepted orders are FOB shipping point, with title to the goods transferred at the time they leave PRP Seats’ facility unless otherwise agreed upon in writing by PRP Seats.

Invoices are issued upon order of any Products on terms specified by PRP Seats. Unless otherwise specified in writing by PRP Seats, invoices are due and payable immediately after invoice issuance. Invoices are delinquent if not paid by the due date. If any invoice for any customer becomes delinquent in any manner, or PRP Seats deems itself at risk, then PRP Seats has the right to do any or all of the following: (1) cancel or hold any or all pending orders from such customer; (2) place such customer on credit hold; and (3) upon written notice to such customer, accelerate the due date of any or all outstanding invoices. PRP Seats has the right to refuse to release orders until the customer account has been brought back to a condition satisfactory to PRP Seats.

PRP Seats reserves the right to impose a late charge of 1% per month (12% annually) on all past-due invoices. In the event any account goes to collection, PRP Seats has the right to recover its costs and attorneys fees and has the right to charge back or reverse any or all freight or trade discounts applied to each invoice that has gone to collection.

PRP Seats will unilaterally set customer credit limits and periodic purchasing volume limits to prevent excessively large orders that might lead to unacceptable credit risk, large returns, liquidation events, and other disruptive practices. PRP Seats reserves the right to cancel large open orders when credit limits or purchase volume limits are exceeded, including when large orders occur prior to a price increase.

INVOICE DISCREPANCIES, OVERAGES, SHORTAGES, AND DAMAGED GOODS

Custom made or altered products are not returnable.

Shortages, overages, and missing containers or boxes listed on the packing slip or bill of lading must be reported immediately by the Authorized Dealer to PRP Seats Customer Service. Shortages and damages will be claimed against the freight company for prepaid shipments, but such customer must file a claim with the carrier for problems with any collect shipment.

All claims for lost or damaged packages must be filed by the Authorized Dealer with the Carrier at the time of delivery.

PRP management must authorize all returns.

If merchandise is found to be defective, the Authorized Dealer must place clear tape over the flaw in order for PRP Seats to properly identify upon return.

New stock items may be returned with a 30% restocking fee.

Authorized Dealers must pay PRP Seats the full amount due on all invoices unless and until credits have been approved and issued by PRP Seats. A dispute on an invoice does not relieve such customer of responsibility to pay the entire invoice on time. If the invoice is incorrect, a credit will be provided. All discrepancies in invoices, freight charges, or allowances must be submitted to PRP Seats in writing within 5 days of invoice date.

PRP Seats is not responsible for visible damage or missing boxes unless such customer properly receives and documents such damage or missing boxes in accordance with the American Trucking Association/National Motor Freight Classification Rules for USA destinations, or 46 USC 1303(6) for ground/ocean freight, or Article 26 of the Warsaw Convention 49 Stat 3020 for air freight. Acceptance of delivery shall be understood to be without exception if no notice of deviation in count is made to PRP Seats within 5 days of delivery to the shipping destination. Concealed damage is waived unless reported to PRP Seats within 5 days of delivery to the shipping destination.

MERCHANDISE RETURNS AND STOCK ADJUSTMENTS

A return authorization number must be obtained from PRP Seats prior to returning any goods. Returned merchandise must be shipped prepaid to PRP Seats. Failure to follow these procedures will result in the return shipment being refused.

Inventory stock adjustments are accepted once per year. Stock adjustments are limited to no more than 5% of previous year’s purchases, must have a return authorization number, and must have a two-for-one offsetting order. Returns above these limits may be considered by PRP Seats on a case by case basis, but these returns may be refused or subject to repackaging and handling charges of 15%. Discontinued goods are not eligible for return credit more than 90 days past the date that PRP Seats discontinues such goods. All returns will be a credit to the account of PRP Seats’ customer only.