1. Purpose

There are certain advertising practices that undermine the reputation, brands, goodwill, and premium image of ferti•lome and Hi-Yield products with our target customer population and discourage our sellers from investing in our products and providing the best possible service and support to customers.  To protect the integrity of our brands, Voluntary Purchasing Groups, Inc. (“VPG,” “we,” or “our”) is implementing this unilateral Voluntary Purchasing Groups, Inc. Internet Minimum Advertised Price Policy for the United States (“Policy”), which applies to all authorized sellers of our products advertising online to end user customers in the United States (“Sellers”).  This Policy supersedes all of our prior policies or representations regarding minimum advertised prices or minimum resale prices for the Covered Products (as defined below) applicable to Sellers.

2. Covered Products

This Policy applies to online advertisements of our products listed on the Voluntary Purchasing Groups, Inc. Internet Minimum Advertised Price (IMAP) Schedule (“Covered Products”), the current version of which is attached.  The IMAP Schedule will be made available to all Sellers and may be changed by us at any time in our discretion.  Sellers are responsible for reviewing the current IMAP Schedule, but we will work to notify Sellers promptly when updates are made to it.

3, The Internet Minimum Advertised Price

The “internet minimum advertised price” (“IMAP”) is the lowest price at which the Covered Product may be advertised online.  We are solely responsible for (1) establishing the IMAP for each Covered Product and (2) communicating the Policy to all Sellers (including via directing any distributors to pass down the Policy to their dealers).  While Sellers remain free to advertise and sell all of our products (including the Covered Products) at any price, it is a violation of this Policy for a Seller to advertise any Covered Product at a price lower than the IMAP online unless otherwise set forth herein.

4. Online Advertising and Online Advertisements

The terms “advertising” and “advertisement” include all promotional or pricing information related to Covered Products displayed through the internet or a mobile application, including, but not limited to:

 The terms “advertising” and “advertisement” do not include:

• Advertising communicated via means other than the internet or mobile applications, such as signage and other pricing information displayed within a brick-and-mortar selling location; and
• Pricing information displayed at the “Final Online Checkout Stage” (which is generally when the Covered Product is put into an online shopping cart that contains the customer’s name, shipping address, email address, and payment information for a transaction).Please note that pricing information in the Final Online Checkout Stage must be obscured technically so that it is not retrievable by shopping and pricing engines and not displayed on search page results within the Seller’s own website.

5. Policy Violations and Permissible Promotions

Direct or indirect attempts to circumvent this Policy violate this Policy.  Other advertisements that violate this Policy include, but are not limited to:

1. The online display of the advertised price of the Covered Product below the IMAP.
2. Offering coupons, discounts, rebates, or other inducements that, when applied, result in an advertised price lower than the IMAP, including through use of a category-wide sale, website-wide sale, promotional code, or other similar provision that can be applied to the Covered Products
3. Bundling Covered Products with other products or services (whether made by or provided by VPG or another entity) in a manner that implies below-IMAP pricing for the bundled Covered Product(s).
4. Strikeouts or strikethroughs of advertised pricing information, “see price in cart,” “add to cart for price,” or other statements that suggest a lower price for a Covered Product may be found in the shopping cart or at the Final Online Checkout Stage.
5. Permitting any third party to alter the advertised price for any Covered Product.  

Notwithstanding the prior online advertisements that constitute violations in Section 5, it is not a violation to advertise the following:

F. Customer-Initiated Solicitations for Price: That a customer may “call for price,” “text for price,” or “email for price,” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.

G. Free/Reduced Price Shipping: Free or reduced-price shipping, as long as such offer applies to all or almost all other products offered by the Seller in the same product category.

6. This Policy Is Not an Agreement and Is Non-Negotiable

This Policy is not an agreement between VPG and any other entity.  We do not seek and will not accept any promise of compliance with this Policy from any Seller or other party, and each Seller must independently choose whether to comply with this Policy.  This Policy is not negotiable and will not be altered for any individual Seller.

7. IMAP Holidays

We may announce IMAP holidays or promotions that are applicable to all Sellers, during which periods a Seller that advertises a Covered Product in compliance with the terms of the IMAP holiday will not be considered to have violated this Policy. 

8. Noncompliance

We will take the following actions against any Seller that does not comply with this Policy:

First Violation:         Written notice. 

Second Violation:     Written notice and suspension from participation in VPG programs, including, but not limited to, Co-op Advertising Reimbursements and Early Order Incentive & Booking Spiffs Spiffs.

Third Violation:        Termination of business relationship and revocation of “authorized” status.  All distributors will be notified that your authorized status has been revoked.   

We will enforce this Policy in our sole discretion.  Sellers have no right to enforce this Policy.

9. Policy Administration

We may update, revise, suspend, or otherwise modify this Policy at any time in our discretion, and any modifications will be made available to all Sellers. 

Please note that our employees or agents cannot modify, interpret, or grant any exceptions to this Policy; cannot solicit or obtain the agreement of any person or entity to comply with this Policy; and cannot otherwise discuss any aspect of this Policy with any Seller, including any Seller’s compliance with the terms.

Any questions about this Policy should be sent in writing to our IMAP Policy Administrator at bayvarfnyrf@sregvybzr.pbz. We will not accept any other form of communication from Sellers regarding this Policy.

Applies to the following select products: