Minimum Advertised Price (MAP) Policy
The following MAP Policy statements incorporate by reference and work conjunction with all related terms and conditions specified in any attachments hereto and, for distributors, the applicable distribution agreement (collectively “MAP Policy”). This MAP Policy is effective immediately and supersedes and replaces any/all prior MAP Policy(ies) applicable to Bell & Gossett (including Domestic and Hoffman Specialty) and McDonnell & Miller branded products.
- Xylem does not regulate your sales pricing - Distributors and all resellers are free to independently establish pricing and sell into the market at whatever price they choose.
- Xylem maintains the MAP Policy respective to Bell & Gossett (including Domestic and Hoffman Specialty) and McDonnell & Miller branded products to create an even playing field for all distributors and resellers and to help support brand equity.
- Under the MAP Policy, all entities downstream of XYLEM are required to comply with the MAP Policy. As such every Distributor and Reseller:
- is required to comply with the MAP Policy;
- must ensure all sales to any reseller and/or contractor are conditioned upon the purchaser being made aware, at time of purchase, of the MAP Policy; and
- must incorporate the MAP Policy into each sale to a reseller and/or contractor, requiring the reseller to comply with the MAP Policy, with two suggested examples of such language set out in Clause 8(c) below.
- Xylem makes certain benefits available to its distributor, such as access to special payment terms, discounts, rebates, and promotional marketing programs (collectively “Benefits”). Distributors can accrue notional benefits in a given year (“Current Year”). At the start of the year following the Current Year, Xylem will review each distributor’s compliance with the Current Year’s MAP Policy as well as any Benefits that the distributor had notionally accrued for the Current Year. To the extent the distributor was in strict compliance with the MAP Policy for the entire Current Year, and Articles 8 and 9 below, any notionally accrued Benefits for the given Current Year will vest in the distributor’s account with Xylem.
- Any violation of the MAP Policy is subject to XYLEM, in its sole discretion, taking the following actions: graduated enforcement, which as specified above, includes: loss of benefits for the given year; eventual agreement termination; available legal recourse; and loss of warranty-related credits and support.
- MAP Policy violation enforcement action will extend to everyone involved, either directly or indirectly, in each violation.
- Attachment 1, for your reference, contains a MAP schedule. Xylem reserves the right to modify the MAP Policy schedule at any time.
- Xylem’s MAP Policy implementation and enforcement measures include:
- MAP Policy compliance obligation hard-coded into all distribution agreements
- A new MAP Policy Violation Tracking Forum accessible to all members. Violations and Violators will be listed with 30 day grace period notifications for rectification
- Distributors are required to ensure sales of Bell & Gossett and McDonnell & Miller branded products include an express written statement that requires their customers (resellers and otherwise) to comply with the MAP Policy. Xylem suggests Distributors should use one of the below statements on distributor’s invoice documents:
The sale of Bell & Gossett and McDonnell & Miller equipment is conditioned on purchaser’s agreement to comply with Xylem CBS Minimum Advertised Price Policy in any resale of the equipment.
The sale of the items on this invoice is conditioned on purchaser’s agreement to comply with all applicable manufacturer Minimum Advertised Price policies, which can be found here (distributor’s website), in any resale of any of these items.
- Updated Xylem tracking and enforcement tools and protocols for efficient and impactful MAP Policy compliance.
- To remain in good standing under this Agreement and to receive any benefits available under any Pertinent Agreements(s), the Distributor must be in strict compliance with all obligations set forth in the Pertinent Agreement(s). Any failure to comply with the terms of any Pertinent Agreement will be deemed a material breach of all Pertinent Agreements.
“Pertinent Agreement(s)” means the DA, all applicable MAP policies, the terms of the ETSA, and any/all other agreements, policies, and programs respective to the Xylem-distributor relationship.