Terms & Conditions

Terms and Conditions

1. Definitions

In these Terms and Conditions:

1.1 "Supplier" refers to Selle Royal USA, Inc., a company engaged in the distribution of bicycle parts.

1.2 "Retailers" refers to any person or entity purchasing bicycle parts from the Supplier for resale in a retail environment.

1.3 “Territory” refers to USA and Canada.
1.4 “Products” refers to the bicycle parts and accessories sold by Supplier.

1.5 “Brands” refers to the brands that Supplier represents: fizik, Selle Royal, Brooks England, Crankbrothers, Knog. Currently Supplier also offers ABUS and 100 Percent products.

1.6 “Online Sales” refers to sales by Retailers in a transaction conducted over the internet.

1.7 “Order” means a purchase order for Products accepted by Supplier, excluding any additional terms or conditions printed on or referred to in Customer’s offer to purchase or order or other documentation, unless expressly agreed to in writing by Supplier.

1.8 “Amazon Sales” refers to sales by Retailers both through Vendor Central or Selle Central. 1.9 “Market Place” refers to a space where individuals or businesses agree to exchange goods or services

under specified conditions.

1.10 “Off-line Sales” refers to sales by Retailers in a physical retail environment, excluding “Amazon Sales” and “Online Sales”.

1.11 “Program” refers to the main framework that defines the sales targets for Retailers to hit to obtain certain advantages. It might be changed periodically. The program details are available under Annex A.

1.12 “Program Dealers” refers to Retailers who have qualified at least for a Bronze level tier, after hitting a minimum purchase amount, that gives them access to certain discounts and / or free freight. The program will be updated from time to time and advertised via email and on the B2B commerce.

For sake of clarity Program dealer levels are:

 Bronze

 Silver
 Gold
 Flagship

1.13 “Freight Charge” refers to a chargeback to customer for covering Freight Cost. Annex A shows the freight charge fee determination, including free freight criteria.

1.14 “Manufacturer” refers to the original manufacturer of the Products.

2. Orders and Pricing

2.1. Order Process: Retailers can place orders through email, phone, B2B commerce, adhering to any minimum order requirements and pricing specified by the Supplier and periodically updated in the price list and programs provided via email or as requested. Programs are also published on the B2B.

2.2. Pricing: Prices are as specified in the active wholesale pricelist provided via email or as requested. All prices are subject to change without prior notice. Retailers are responsible for any applicable taxes and shipping costs. Supplier might at its own discretion, provide discounts based on programs and promotions that could lower the net price and / or freight charges.

2.3 Order Confirmation: Supplier will send to Retailers sales order confirmation containing all the relevant information, including: SKU, Quantity, net pricing, expected delivery date, discounts, taxes applicable, freight charges. Retailers might request to cancel or amend orders within 5 days from placement: Supplier will make its best efforts to comply with customer’s request, unless order has already been prepared for picking or already fulfilled. Any Order shall constitute Customer's acceptance of these Terms and Conditions. In the event any of the provisions referred in the Order should conflict with these Terms and Conditions; these Terms and Conditions shall prevail.

2.4 Order Cancellation: Supplier might, at its own discretion, cancel any order after 30 days if the order remains unshipped due to credit issues.

3. Payment Terms

3.1. Payment Methods: The Supplier accepts several payment methods:

3.1.1 Credit Card at Time of Order: Supplier offers credit card at time of order terms subject to approval of a completed Dealer Application and a valid Resale Tax Certificate.

Supplier typically accepts VISA, MasterCard, Discover and AMEX, but might update this list from time to time. Retailers need to provide credit card number, expiration date, CVC number, cardholder name & address each time they place an order.
For any orders placed with a credit card, authorization is obtained at the time of order. The transaction is settled when the order is invoiced in accordance with the universal banking processes for Visa & MasterCard. The authorization reserves the funds on the credit card.

The amount of the reserve includes the product cost plus an additional estimated freight cost, if it applies. The payment is captured from the card when the order is invoiced. It can take from 1 – 8 days for the authorization to be cleared from their card by the card issuer. Until the authorization is cleared, the funds are held on the account and are not available for use. Supplier is not responsible for any financial consequences resulting from the use of a credit card.

3.1.2 ACH (Automated Clearing House) at time of order: Supplier offers ACH at time of order terms subject to approval of a completed Dealer Application, a valid Resale Tax Certificate, and receipt of a signed Automatic Payment Bank Account Credit/Debit Authorization Form.
The dealer receives a 2% discount in addition to any other discounts offered at the time the order is placed. ACH transactions returned for NSF will be charged a $50 returned check fee. Repeated NSF returns will disqualify the account for ACH at time of order terms and the account will be set credit card required.

3.1.3 Payment by Credit Card with Term: Supplier might offer Net credit card terms subject to approval of a completed Dealer Application, a valid Resale Tax Certificate, and receipt of a signed Credit Card Authorization Form.

The balance of the invoice will automatically be charged to the credit card listed on the authorization form at the due date of the invoice.

If the card on file is declined, the account will be placed on hold until the invoice is paid in full and a 50$ NSF fee will be applied to the account.

3.1.4 ACH with net terms: Supplier might offer ACH with net terms subject to internal approval of a completed Dealer Application and a valid Resale Tax Certificate and receipt of a signed Automatic Payment Bank Account Credit/Debit Authorization Form.

The balance of the invoice will automatically be debited from the account listed on the authorization form at the due date.

ACH transactions returned for NSF will be charged a $50 returned check fee.

Repeated NSF transactions will disqualify an account for ACH terms and the account will be changed to Credit Card at time of order.

3.1.5 Payment via check or wire with net terms: Supplier might offer terms subject to internal approval of a completed Dealer Application and a valid Resale Tax Certificate as well as a solid credit history. Payment in full is required by the due date on the invoice date.

NSF checks will be charged a $50 returned check fee.

Repeated NSF transactions will disqualify an account for ACH terms and the account will be changed to Credit Card at time of order.

3.1.6 Anticipation Discounts: Supplier might offer from time-to-time anticipation discounts for Retailers with terms who can benefit from an early payment compared to the net terms agreed in the invoices. Supplier will update the terms of the anticipation discounts to Retailers via letter, email or with online advertising on the B2B commerce.

3.2. Payment Due Dates: Payment is due within the due date posted on each invoice. Late payments will incur interest charges in the measure of 12% per year, or the maximum interest rate permitted under applicable law, if such interest is lower than 12%.

3.3 Credit Hold Policy: Supplier will hold shipments on orders for any account that is past due.

3.4 Extended Terms: Extended terms might be offered in conjunction with special promotions or the sales program.

4. Shipping and Delivery

4.1. Shipping Methods: The Supplier will use reasonable efforts to deliver orders through by 3 PM CST on the same day.

All shipments are subject to product availability, account standing, and available credit limit.

Unless specified differently all orders are delivered EXW even if Supplier organizes freight and/or pays duties or additional charges on behalf of Retailers.

Once products leave the Supplier’s facilities, the title of goods and risk of loss transfers to Retailers.

4.2. Shipping Costs: Program dealers have access to free freight orders according to the Program parameters in Annex A, meaning that Supplier will cover the cost. For all other Retailers, unless there is a different agreement, freight charge will be applied.

4.3. Damaged or Lost Shipments: Retailers must promptly report any damaged or lost shipments to the Supplier. The Supplier will work to resolve such issues in a timely manner.

All shipping discrepancies must be reported within 5 working days of delivery. No adjustments will be made if reported after that time.

4.4 Refused Orders: Orders refused for any reason by Retailers will be charged a 15% restocking fee and all applicable freight costs incurred by Supplier will be charged to your account.

4.5 Risk of Loss and Title Transfer: Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery, or, in the event Customer is not able to accept delivery, at the time of the time when the Supplier notifies the Retailer that the Products are available for collection. Notwithstanding delivery and the passing of risk in the Products, legal and beneficial title of the Products shall not pass to Retailers until Supplier has received payment in full for the Products.

5. Product Warranty and Returns

5.1. Warranty: All products distributed by Supplier are guaranteed to be free from defects for one year unless differently specified by Manufacturers.

Problems due to road hazards, accidents, normal wear, or third-party negligence beyond Supplier’s control are not covered under this warranty. Should any problem develop due to a manufacturing or material defect, Retailers should contact the assigned Supplier representative for product inspection, or the Supplier Customer Service department at 1-877-395-8088 for opening a claim and define the next steps.

Supplier will offer product replacement. In case replacement is not possible, Supplier could issue a reimbursement credit memo.

Upon warranty claim approval, the obligation of Supplier under warranty defect is limited to a credit in the amount of the dealers cost of the article in question. Warranty credits must be used towards the purchase of new product. No refunds will be given.

5.2. Returns: Retailers must obtain a Return Authorization (RA) by submitting a request through B2B or their designated sales representative. Approval for returns is subject to review by Supplier. Requests must be submitted within 30 days from the date of receipt and are subject to a 15% restocking fee. Returned items must be in their original packaging, free from any additional stickers, and in a condition suitable for resale. Customers are responsible for shipping costs. Selle Royal USA, Inc. will not accept returns for items that are past 30 days of receipt.

6. Customer Information

6.1 New Accounts: New Retailers might request to be added as new accounts providing to Supplier the following documents:

 Fully completed & signed Dealer Application
 Valid State Resale Tax Certificate. Note: By Law, a resale number alone DOES NOT meet this

requirement. In case there is not a valid resale certificate, Supplier will apply sales taxes
 Completed & signed personal guarantee for terms accounts.
 Additional information may be required in order for Supplier to better understand your business and make an informed credit decision, including financials, tax returns or bank accounts.

Terms of credit are determined by the Credit Department of Supplier upon submission of a completed Dealer Application. Supplier reserves the right to refuse to open an account based on the information provided upon application.

6.2 Maintenance of existing accounts: Any changes to Retailers such as name, address, phone/fax number, contact personnel, or ownership must be promptly communicated to Supplier by a principal.

Supplier is required by law to have a valid resale tax certificate on file for each customer that makes a tax-exempt purchase. It is very easy to confuse the Resale Tax Certificate with a sales tax license, registration, or resellers permit number. The Resale Tax Certificate applies to the purchase(s) of goods for resale and proves that sales tax does not need to be collected; the purchaser must collect sales tax when the goods are resold. There are state specific laws that must be followed.

6.3 Account Closing: Supplier reserves the right to close any account that no longer meets Supplier guidelines included or not included in this terms and conditions document.

7. Liability and Disclaimers

7.1. Limitation of Liability: The Supplier's liability is limited to the value of the bicycle parts in question.

Notwithstanding anything in these terms and conditions to the contrary, supplier will not be responsible for any special, indirect, incidental, consequential, punitive or other similar damages (including, without limitation, any lost profits or damages for business interruption, inaccurate information or loss of data or information or cost of cover) that the other party may incur or experience in connection with the agreement or the equipment, however caused and under whatever theory of liability, even if it has been advised of the possibility of such damages. supplier’s sole liability for direct damages under this agreement, regardless of the form of action, will not exceed the cost of the bicycle parts found to be defective in materials or workmanship during the warranty period.

7.2. Disclaimer: The Supplier disclaims any warranties, express or implied, except as expressly stated in writing.

Except as otherwise expressly provided in these terms and conditions, supplier disclaims any express warranty not provided herein and any implied warranty, guarantee or representation as to suitability for any particular purpose, performance, quality and absence of hidden defects, and any remedy for breach of contract, which but for this provision, might arise by implication, operation of law, custom of trade or

course of dealing, including implied warranties of merchantability and fitness for a particular purpose. except as provided in this agreement, seller further disclaims any responsibility for losses, expenses, inconveniences, special, indirect, secondary or consequential damages arising from ownership or use of the products.

8. Confidentiality and Privacy

8.1. Confidentiality: Both parties agree to keep any confidential information exchanged during the course of their business relationship confidential. Upon termination of the relationship, confidentiality will not cease.

8.2. Privacy: Customer’s data handling and privacy will be governed by the Supplier's privacy policy in Annex B.

8.2.1 During the term of this Terms and Conditions, each party will be exposed to the proprietary information of the other party and its affiliates, which information may relate to the Products and to the operation of each other's business and the businesses of its affiliates (“Confidential Information”). Such Confidential Information may include technical information and data relating to packaging, research, operations, development, production, control, sale and marketing of packaging machinery including, but not limited to, economic information, business plans, marketing strategy, data, technical information, know-how, process and product information, environmental concerns, methods of manufacture and processes. Each party agrees to hold in confidence and not to disclose to others (except for its attorneys, accountants and affiliates) without the other party’s prior written consent, the terms of this Agreement and all Confidential Information which has been or will be disclosed to it either directly or indirectly and to limit its use of Confidential Information solely in connection with its performance under this Agreement. In addition, each Party will not disclose, use, attempt to evaluate or reverse engineer any of the other parties’ Confidential Information in any way, except for the benefit of the other parties to this Agreement, and as expressly authorized herein. The parties acknowledge that the foregoing obligations of confidentiality and non-use do not apply to any Confidential Information that (1) was in possession of the recipient party at the time of disclosure and was not acquired directly or indirectly from the other party, (2) was in the public domain at the time of disclosure through no fault of the recipient party, (3) becomes part of the public domain after disclosure through no fault of the recipient party, or (4) is obtained by the recipient party after the disclosure from a third party who is to the best of the recipient party’s knowledge lawfully in possession of the information and is not subject to an obligation to treat the information as confidential.

8.2.2 All Confidential Information is and will remain the property of the party owning it to begin with. Worksheets, work product and other tangibles made or received by the recipient party that are based in

whole or in part on Confidential Information will be the sole property of the owning party and subject to the aforementioned obligations of confidentiality and non-use. Upon the termination of this Agreement for any reason, or upon written demand, each party will deliver to the other party all tangible forms of Confidential Information that belongs to the other party.

8.2.3 In addition to the foregoing obligations of confidentiality, neither party will use the other party’s name(s), trademarks or trade dress in any sales or advertising material without the other party’s prior written consent.

8.2.4 The parties acknowledge that the obligations of confidentiality and non-use set forth in this Section will survive the termination or expiration of this Agreement.

9. Intellectual property and advertising

9.1 Brand Image: It is the responsibility of Supplier to protect and perpetuate the quality and image of the brands it represents. Supplier establishes clearly defined guidelines and policies for the advertising and sale of Products to manage and maintain a credible and high-quality marketing program. Retailer will not use, authorize or permit any other person to use any name, trademark, house mark, emblem or symbol related to the brands, unless such use is authorized in the guidelines and policies for the advertising and sale of Products, or shall have been previously authorized in writing by the Supplier and (where appropriate) its licensor. Customer will use all reasonable endeavors to ensure compliance with this Clause 9 by its employees, servants and agents.

The Supplier hereby notifies Retailers that non-compliance with sales, advertising, and pricing policies outlined herein will lead to the closure of the Retailer’s account. If Retailer disagrees with any terms herein, they must notify the Supplier in writing within thirty (30) days of receiving this policy statement. Failure to do so will bind the Retailer to the terms and conditions detailed in Annex C.

9.2 Advertising: All advertisements for Products must meet the following criteria:

The use of Brand names and logos, or product names or images for print advertisement, online websites or internet placement must be pre-approved in writing by Supplier.

Supplier will provide product shots, action photos, assistance with advertising copy and whatever additional support that may be requested by Retailer. Only assets provided by Supplier may be used for advertising. If a Retailer wishes to use any other photo for advertising purposes, that Retailer must obtain the prior written consent of Supplier.

10. Distribution Channels

10.1 Sales to end consumers: Retailers shall only sell Products directly to end-user consumers. Redistribution to any other retailers, Suppliers, marketplace, or entities is strictly prohibited unless Supplier gives its prior written consent to such transactions. For sake of clarity no Retailers may sell Products through auction sites (Ebay.com) or resell through Amazon.com or similar channels without the prior written consent of Supplier. Failure to comply with the distribution channel clause will result in immediate termination of Retailers.

10.2 Territory: Retailers shall only sell Products in the territory, putting in their best efforts to develop their local specific territory.

10.3 ASINs and online Product Page creation: Retailers are not authorized to create, update, mandate, modify ASINs, product pages, product information pertaining to the Products or the Brands on any marketplace platform such as Amazon.

11. Minimum Suggested Retail Price

11.1 Retail Prices: Supplier does not establish retail prices. However, for advertising purposes and for the benefit of Retailers, Supplier publishes a minimum suggested retail price for all products.

Retailers have discretion to sell products at any retail price unless there is a minimum advertised price (MAP) agreement provided by Supplier. Supplier evaluates suggested retail pricing at least yearly and may adjust prices as necessary. All product price schedules will remain in effect until superseded by a new price schedule. As suggested minimum prices are adjusted, a new price schedule will be distributed to Retailers. The advertising of special promotional pricing (including distressed or closeout merchandise) must have the prior written consent of Supplier.

Advertising limited to a local market area for special promotional pricing longer than one week in duration requires the prior written consent of Supplier. Supplier does not seek and shall not accept complaints from any Customer about the pricing, advertising, or conduct of other Retailers. Supplier will not discuss with any Retailers actual or alleged violations of Supplier advertising or pricing policies by other Retailers.

12. Termination of Agreement

12.1. Termination: Either party may terminate this agreement with written notice, subject to any agreed- upon notice periods. If no notice period is agreed, termination can be immediate.

13. Governing Law and Dispute Resolution

13.1. Governing Law: This agreement is governed by the laws of Illinois.

13.2. Dispute Resolution: Any disputes will be resolved through binding arbitration, to be determined by one arbitrator appointed by the American Arbitration Association, and will be held in Chicago, Illinois.

14. Miscellaneous Provisions

14.1. Entire Agreement: These Terms and Conditions constitute the entire agreement between the parties.

14.2. Amendments: Amendments to these Terms and Conditions must be made only in writing and agreed upon by both parties.

15. Acceptance of Terms

By placing an order with the Supplier, Retailers acknowledge and agree to these Terms and Conditions.

16. Severability

If any provision of these Terms and Conditions is found to be invalid, the remaining provisions shall remain in full force and effect.

ANNEX A

HIGHWAY 2 - DEALER PROGRAM

ANNEX B

This Privacy Policy applies to personal and non-personal data that Selle Royal USA, Inc. collects online on its website. This policy may change from time to time, and we will notify you by updating the effective date on top of this policy. We encourage you to stay informed and review this policy regularly.

Privacy and Security Statement

At Selle Royal USA, Inc., we are dedicated to upholding the privacy and security concerns of every visitor to our websites. We want to assure you that Selle Royal USA, Inc. is the exclusive custodian of the information collected on this site, and we will never reveal, sell, share, or lease this information to any other individual or entity, except as explicitly detailed in this policy.

Collection and Utilization of Personal and Non-Personal Data

Selle Royal USA, Inc. reserves the privilege to log and assess information acquired during a user's visit to our website. This information encompasses both personal data (e.g., name, email address, address) and non- personal data (e.g., browsing patterns and the number of site logins). If we use any tracking

Collection and Use of Personal Data

Personal data is collected when users voluntarily provide information to Selle Royal USA, Inc. such as requesting inclusion in Selle Royal USA, Inc. email newsletters or when creating a new account application. This personal data includes, but is not limited to, name, email address, and phone number. Selle Royal USA, Inc. employs this information for regular business communications and may also use it to share marketing or promotional material we believe may interest you. Rest assured, as a user, you retain the option to unsubscribe from marketing or promotional email communications at any time.

Collection and Use of Non-Personal Data

Non-personal data encompasses the tracking of your web usage patterns while interacting with Selle Royal USA, Inc. website. We use tracking technologies to capture data with the intention of gaining better insights into how users interact with our site, assessing the success of marketing campaigns, and ensuring an optimized user experience.

ANNEX C

Intellectual Property and Advertising Guidelines

1. Definitions

In these ANNEX C

1.1 "Selle Royal USA, Inc. Intellectual Property" refers to all intellectual property rights of, whether arising under statutory or common law and whether or not perfected, including, without limitation, all (a) rights associated with works of authorship, including copyrights, copyright applications and copyright registrations; (b) Trademarks, service marks and trademark and service mark applications including, without limitation, the Brands’ Trademarks, (c) rights relating to the protection of trade secrets, know-

how and Confidential Information; and (d) any divisions, continuations, continuations-in-part, substitutions, extensions, renewals, reexaminations and reissues of the foregoing (as and to the extent applicable) now existing or hereafter filed, issued or acquired registered and unregistered trademarks, logos, brands and product names from Brands.

2. Intellectual Property

2.1 Supplier grants to Customer a personal, limited, non-exclusive, non-transferable, non-sublicensable right to use Supplier’s Intellectual Property during the Term, solely for the purpose of performing its obligations under this Agreement.

2.2 Customer must comply at all times with Supplier’s directions regarding the use and application of Supplier’s Intellectual Property, and must promptly remove or delete any use of Supplier’s Intellectual Property upon Suppliers reasonable request.

2.3 Customer may only use intellectual property assets for the sole purpose of sales promotion, advertising promotion, marketing, etc.

2.4 Customer is prohibited from deleting, defacing, obscuring or taking other behaviors to change any trademarks or trade names appearing on the Brand’s products.

2.5 Customer has the right to use trade names, logos, trademarks, and other objects related to intellectual property rights only to the extent permitted by Supplier, not allowed to adjust or remove any marks or other identification forms.

2.6 Customer agrees that ownership of Supplier’s Intellectual Property will remain solely in Supplier, and the Customer will not have or acquire any rights, title or interest in or to Supplier’s Intellectual Property beyond the limited rights.

3. Advertising Guidelines

3.1 Purpose and Mandatory Compliance. These guidelines delineate the fundamental principles governing intellectual property rights and advertising standards for the Supplier. Adherence to these

directives is obligatory for all Retailers engaged in advertising or crafting marketing materials on behalf of the Supplier.

3.2 Use of Trademarks and Logos. Retailers are expected to exclusively employ registered trademarks and logos in strict accordance with the guidelines stipulated by the Supplier.

3.3 Content Accuracy and Integrity. It is imperative for all advertising content to uphold accuracy and integrity, eschewing any misleading, offensive, discriminatory, or inappropriate elements.

3.4 Compliance with Legal Frameworks. Retailers are required to abide by local, national, and international advertising laws and regulations while conforming to industry-specific advertising standards and guidelines.

3.5 Consistent Brand Messaging. Consistency in tone and voice across all advertising platforms is paramount, ensuring that messaging resonates with and reflects the values and mission of Supplier.

3.6 Use of Approved Visuals. Utilization of visuals must align with the Supplier’s identity and values, maintaining uniformity in visual branding elements across diverse marketing materials.

3.7 Employee Training and Continuous Education. Retailers should facilitate comprehensive training sessions on intellectual property rights and advertising standards for their employees. Additionally, access to resources and educational materials provided by the Supplier should be made available for continuous professional development.

ANNEX D

MAP POLICIES

FIZIK

Selle Royal USA, Inc. and Selle Royal Group, recognize that its Fizik dealer network, at all levels, continues to invest its resources and efforts behind those premium products that allow for maximum return and maintain strong consumer loyalty. The purposes of our policies set forth below are to create consumer demand, consistently support a positive brand perception among consumers and incentivize dealers that offer superior customer service and product selection on a broad level to continue to include our products in their offerings.

Minimum Advertised Price (MAP) Policy

SELLE ROYAL USA, Inc. AND SELLE ROYAL GROUP HAVE DETERMINED THAT OUR BRANDS AND OUR RETAILERS ARE BEST SERVED THROUGH THE ADOPTION AND CONSISTENT APPLICATION OF THIS MINIMUM ADVERTISED PRICE (“MAP”) POLICY. THIS MAP POLICY IS DESIGNED TO PROTECT RETAILER MARGINS SO THAT DESIRABLE PRE-SALES AND POST-SALES SERVICES AND INFRASTRUCTURE CAN BE PROVIDED BY OUR CHANNEL PARTNERS AND SUPPORT SELLE ROYAL PRODUCTS AS PREMIUM OFFERINGS.

Policy Coverage

This MAP policy covers all FIZIK’s wholesalers and retailers. Although retailers remain free to establish their own resale prices, our MAP policy requires consistent adherence to our stated minimum advertising prices for the benefit of all retailers of our products. This MAP policy is non-negotiable; may not be amended, modified or conditioned by agreement with any retailer; is the unilateral policy of FIZIK; and does not constitute an agreement between FIZIK and its retailers and wholesalers.

This MAP policy establishes“minimumadvertisedprices”but doesnotestablish, or purport to establish, the price at which the products are sold, nor does it prohibit the advertisement of prices higher than the unilateral MAP established by FIZIK from time to time.

Minimum Advertised Price

The MAP for our products is equal to the stated MSRP, with no discounts allowed off the listed price. The pricelist may be changed from time to time at the sole discretion of FIZIK and is provided to retailers by their wholesalers.
Retailers are responsible for remaining current with MAP policy, products and pricing. Any advertisement below the MAP will be a violation of the policy. This MAP policy applies to all advertisements of specific Selle Royal products in any type of media advertising channel, including without limitation flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet or similar electronic media, television, radio and public signage.

MAP Policy Violations

FIZIK actively monitors retailer compliance with this MAP policy. FIZIK reserves the right to inform the wholesaler if retailers do not adhere to this MAP policy and to take appropriate actions, including but not limited to restricting non-compliant retailers from carrying FIZIK products.

Failure to adhere to this MAP policy shall be determined by FIZIK in its sole discretion. Wholesalers are always responsible for their own business area and for the retailers with whom they work.

E-commerce Policy

SELLE ROYAL USA, Inc. AND SELLE ROYAL GROUP HAVE ESTABLISHED THE FOLLOWING E-COMMERCE GUIDELINES WHICH APPLY TO ANY DEALER THAT WISHES TO SELL OUR PRODUCTS VIA THE INTERNET. THIS INCLUDES ANY DEALER THAT USES THE INTERNET TO ADVERTISE OUR PRODUCTS AS WELL AS ANY DEALER THAT USES THE INTERNET TO SOLICIT ANY INTEREST IN SELLE ROYAL PRODUCTS. AS E-COMMERCE PARTNERS DO NOT GENERALLY PRO VIDE THE GRASSROOTS SERVICES NECESSARY TO CULTIVATE THE BRAND AND PRODUCTS LOYALTY THAT SELLE ROYAL DESIRES TO ACHIEVE, WE GENERALLY LIMIT THE NUMBER OF E- COMMERCE PARTNERS.

E-commerce Policy Coverage

All e-commerce partners shall present the FIZIK brand and its products in a manner consistent with the premium nature of the FIZIK brand.
This e-commerce policy is non-negotiable and may not be amended, modified or conditioned by agreement with any e-commerce partner. This e-commerce policy is the unilateral policy of FIZIK and does not constitute an agreement between FIZIK and its e-commerce partners.

E-commerce Guidelines

E-Commerce partners must have an approved product presentation site, and consumer education information must be available for each product listed on the site. This includes but is not limited to: (a)afull graphic image of the product; (b) FIZIK specification on each performance product listed; and (c) explanation of FIZIK key performance technologies. These requirements will serve to enhance the consumer experience for FIZIK products, as well as maintain the integrity of FIZIK premium products.

E-Commerce partners must have a demonstrated capability for e-mail and consumer information retention, as well as the capability to distribute e-mail information to their consumer database.

E-commerce Policy Violations

FIZIK reserves the right to approve or disapprove any website based on our listed e-commerce policy guidelines and FIZIK’S subjective expectations of product presentation. FIZIK, in its sole discretion, can decline to make furthersalestoe-commercepartnersthatdonotadheretothise-commercepolicy. Failure to adhere to this e-commerce policy shall be determined by FIZIK in its sole discretion.

Additional Information

E-commerce Policy modification

FIZIK reserves the right at any time and from time to time to modify, suspend, or discontinue this e-commerce policy, in whole or in part, or to designate promotional periods during which the terms of all or any part of this e- commerce policy change or are not applicable.

Unilateral action

FIZIK is not seeking agreement from any e-commerce partner to adhere to this policy. Whether to comply or not comply with this e-commerce policy is entirely within the discretion of our e-commerce partners.

MAP POLICIES

SELLE ROYAL

Selle Royal USA, Inc. and Selle Royal Group recognize that its Selle Royal dealer network, at all levels, continues to invest its resources and efforts behind those premium products that allow for maximum return and maintain strong consumer loyalty. The purposes of our policies set forth below are to create consumer demand, consistently support a positive brand perception among consumers and incentivize dealers that offer superior customer service and product selection on a broad level to continue to include our products in their offerings.

Minimum Advertised Price (MAP) Policy

Selle Royal USA, Inc., LLC AND SELLE ROYAL GROUP HAVE DETERMINED THAT OUR BRANDS AND OUR RETAILERS ARE BEST SERVED THROUGH THE ADOPTION AND CONSISTENT APPLICATION OF THIS MINIMUM ADVERTISED PRICE (“MAP”) POLICY. THIS MAP POLICY IS DESIGNED TO PROTECT RETAILER MARGINS SO THAT DESIRABLE PRE-SALES AND POST-SALES SERVICES AND INFRASTRUCTURE CAN BE PROVIDED BY OUR CHANNEL PARTNERS AND SUPPORT SELLE ROYAL PRODUCTS AS PREMIUM OFFERINGS.

Policy Coverage

This MAP policy covers all SELLE ROYAL’S wholesalers and retailers. Although retailers remain free to establish their own resale prices, our MAP policy requires consistent adherence to our stated minimum advertising prices for the benefit of all retailers of our products. This MAP policy is non-negotiable; may not be amended, modified or conditioned by agreement with any retailer; is the unilateral policy of SELLE ROYAL; and does not constitute an agreement between SELLE ROYAL and its retailers and wholesalers.

This MAP policy establishes “minimum advertised prices” but does not establish, or purport to establish, the price at which the products are sold, nor does it prohibit the advertisement of prices higher than the unilateral MAP established by SELLE ROYAL from time to time.

Minimum Advertised Price

The MAP for our products is equal to the stated MSRP, with no discounts allowed off the listed price. The pricelist may be changed from time to time at the sole discretion of SELLE ROYAL and is provided to retailers by their wholesalers. Retailers are responsible for remaining current with MAP policy, products and pricing. Any advertisement below the MAP will be a violation of the policy. This MAP policy applies to all advertisements of specific Selle Royal products in any type of media advertising channel, including without limitation flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet or similar electronic media, television, radio and public signage.

MAP Policy Violations

SELLE ROYAL actively monitors retailer compliance with this MAP policy. SELLE ROYAL reserves the right to inform the wholesaler if retailers do not adhere to this MAP policy and to take appropriate actions, including but not limited to restricting non-compliant retailers from carrying SELLE ROYAL products.

Failure to adhere to this MAP policy shall be determined by SELLE ROYAL in its solediscretion.Wholesalersarealwaysresponsiblefortheirownbusinessareaand for the retailers with whom they work.

E-commerce Policy

Selle Royal USA, Inc. AND SELLE ROYAL GROUP HAVE ESTABLISHED THE FOLLOWING E-COMMERCE GUIDELINES WHICH APPLY TO ANY DEALER THAT WISHES TO SELL OUR PRODUCTS VIA THE INTERNET. THIS INCLUDES ANY DEALER THAT USES THE INTERNET TO ADVERTISE OUR PRODUCTS AS WELL AS ANY DEALER THAT USES THE INTERNET TO SOLICIT ANY INTEREST IN SELLE ROYAL PRODUCTS. AS E-COMMERCE PARTNERS DO NOT GENERALLY PRO VIDE THE GRASSROOTS SERVICES NECESSARY TO CULTIVATE THE BRAND AND PRODUCTS LOYALTY THAT SELLE ROYAL DESIRES TO

ACHIEVE, WE GENERALLY LIMIT THE NUMBER OF E-COMMERCE PARTNERS.

E-commerce Policy Coverage

All e-commerce partners shall present the SELLE ROYAL brand and its products in a manner consistent with the premium nature of the SELLE ROYAL brand. This e-commerce policy is non-negotiable and may not be amended, modified or conditioned by agreement with any e-commerce partner. This e-commerce policy is the unilateral policy of SELLE ROYAL and does not constitute an agreement between SELLE ROYAL and its e-commerce partners.

E-commerce Guidelines

E-Commerce partners must have an approved product presentation site, and consumer education information must be available for each product listed on the site. Thisincludes butisnotlimitedto:(a)afullgraphicimageoftheproduct;(b)SELLE ROYALspecificationoneachperformanceproductlisted; and(c)explanationof SELLE ROYAL key performance technologies. These requirements will serve to enhance the consumer experience for SELLE ROYAL products, as well as maintain the integrity of SELLE ROYAL premium products.

E-Commerce partners must have a demonstrated capability for e-mail and consumer information retention, as well as the capability to distribute e-mail information to their consumer database.

E-commerce Policy Violations

SELLE ROYAL reserves the right to approve or disapprove any website based on our listed e-commerce policy guidelines and SELLE ROYAL’S subjective expectations of product presentation. SELLE ROYAL, in its sole discretion, candeclinetomakefurthersalestoe-commercepartnersthatdonotadheretothise- commerce policy. Failure to adhere to this e-commerce policy shall be determined by SELLE ROYAL in its sole discretion.

Additional Information

E-commerce Policy modification

SELLE ROYAL reserves the right at any time and from time to time to modify, suspend, or discontinue this e-commerce policy, in whole or in part, or to designate promotional periods during which the terms of all or any part of this e-commerce policy change or are not applicable.

Unilateral action

SELLE ROYAL is not seeking agreement from any e-commerce partner to adhere to this policy. Whether to comply or not comply with this e-commerce policy is entirely within the discretion of our e-commerce partners.

MAP POLICIES

CRANKBROTHERS

Selle Royal USA, Inc. and Selle Royal Group recognize that its Crankbrothers dealer network, at all levels, continues to invest its resources and efforts behind those premium products that allow for maximum return and maintain strong consumer loyalty. The purposes of our policies set forth below are to create consumer demand, consistently support a positive brand perception among consumers and incentivize dealers that offer superior customer service and product selection on a broad level to continue to include our products in their offerings.

Minimum Advertised Price (MAP) Policy

Selle Royal USA, Inc. AND SELLE ROYAL GROUP HAVE DETERMINED THAT OUR BRANDS AND OUR RETAILERS ARE BEST SERVED THROUGH THE ADOPTION AND CONSISTENT APPLICATION OF THIS MINIMUM ADVERTISED PRICE (“MAP”) POLICY. THIS MAP POLICY IS DESIGNED TO PROTECT RETAILER MARGINS SO THAT DESIRABLE PRE-SALES AND POST-SALES SERVICES AND INFRASTRUCTURE CAN BE PROVIDED BY OUR CHANNEL PARTNERS AND SUPPORT SELLE ROYAL PRODUCTS AS PREMIUM OFFERINGS.

Policy Coverage

This MAP policy covers all CRANKBROTHERS’ wholesalers and retailers. Although retailers remain free to establish their own resale prices, our MAP policy requires consistent adherence to our stated minimum advertising prices for the benefit of all retailers of our products. This MAP policy is non-negotiable; may not be amended, modified or conditioned by agreement with any retailer; is the unilateral policy of CRANKBROTHERS; and does not constitute an agreement between CRANKBROTHERS and its retailers and wholesalers.

This MAP policy establishes “minimum advertised prices” but does not establish, or purport to establish, the price at which the products are sold, nor does it prohibit the advertisement of prices higher than the unilateral MAP established by CRANKBROTHERS from time to time.

Minimum Advertised Price

The MAP for our products is equal to the stated MSRP, with no discounts allowed off the listed price. The pricelist may be changed from time to time at the sole discretion of CRANKBROTHERS and is provided to retailers by their wholesalers.

Retailers are responsible for remaining current with MAP policy, products and pricing. Any advertisement below the MAP will be a violation of the policy. This MAP policy applies to all advertisements of specific Selle Royal products in any type of media advertising channel, including without limitation flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet or similar electronic media, television, radio and public signage.

MAP Policy Violations

CRANKBROTHERS actively monitors retailer compliance with this MAP policy. CRANKBROTHERS reserves the right to inform the wholesaler if retailers do not adhere to this MAP policy and to take appropriate actions, including but not limited to restricting non-compliant retailers from carrying CRANKBROTHERS products.

Failure to adhere to this MAP policy shall be determined by CRANKBROTHERS in its sole discretion. Wholesalers are always responsible for their own business area and for the retailers with whom they work.

E-commerce Policy

ACHIEVE, WE GENERALLY LIMIT THE NUMBER OF E-COMMERCE PARTNERS.

E-commerce Policy Coverage

All e-commerce partners shall present the CRANKBROTHERS brand and its products in a manner consistent with the premium nature of the CRANKBROTHERS brand.
This e-commerce policy is non-negotiable and may not be amended, modified or conditioned by agreement with any e-commerce partner. This e-commerce policy is the unilateral policy of CRANKBROTHERS and does not constitute an agreement between CRANKBROTHERS and its e-commerce partners.

E-commerce Guidelines

E-Commerce partners must have an approved product presentation site, and consumer education information must be available for each product listed on the site. This includes but is not limited to: (a) a full graphic image of the product; (b) CRANKBROTHERS specification on each performance product listed; and (c) explanation of CRANKBROTHERS key performance technologies. These requirements will serve to enhance the consumer experience for CRANKBROTHERS products, as well as maintain the integrity of CRANKBROTHERS premium products.

E-Commerce partners must have a demonstrated capability for e-mail and consumer information retention, as well as the capability to distribute e-mail information to their consumer database.

E-commerce Policy Violations

CRANKBROTHERS reserves the right to approve or disapprove any website based on our listed e-commerce policy guidelines and CRANKBROTHERS’S subjective expectations of product presentation. CRANKBROTHERS, in its sole discretion, can decline to make further sales to e-commerce partners that do not adhere to this e-commerce policy. Failure to adhere to this e-commerce policy shall be determined by CRANKBROTHERS in its sole discretion.

Additional Information

E-commerce Policy modification

CRANKBROTHERS reserves the right at any time and from time to time to modify, suspend, or discontinue this e-commerce policy, in whole or in part, or to designate promotional periods during which the terms of all or any part of this e-commerce policy change or are not applicable.

Unilateral action

CRANKBROTHERS is not seeking agreement from any e-commerce partner to adhere to this policy. Whether to comply or not comply with this e- commerce policy is entirely within the discretion of our e-commerce partners.

MAP POLICIES

BROOKS ENGLAND

Selle Royal USA, Inc. and Selle Royal Group recognize that its Brooks England dealer network, at all levels, continues to invest its resources and efforts behind those premium products that allow for maximum return and maintain strong consumer loyalty. The purposes of our policies set forth below are to create consumer demand, consistently support a positive brand perception among consumers and incentivize dealers that offer superior customer service and product selection on a broad level to continue to include our products in their offerings.

Minimum Advertised Price (MAP) Policy

Policy Coverage

This MAP policy covers all BROOKS ENGLAND’s wholesalers and retailers. Although retailers remain free to establish their own resale prices, our MAP policy requires consistent adherence to our stated minimum advertising prices for the benefit of all retailers of our products. This MAP policy is non-negotiable; may not be amended, modified or conditioned by agreement with any retailer; is the unilateral policy of BROOKS ENGLAND; and does not constitute an agreement between BROOKS ENGLAND and its retailers and wholesalers.

This MAP policy establishes “minimum advertised prices” but does not establish, or purport to establish, the price at which the products are sold, nor does it prohibit the advertisement of prices higher than the unilateral MAP established by BROOKS ENGLAND from time to time.

Minimum Advertised Price

The MAP for our products is equal to the stated MSRP, with no discounts allowed off the listed price. The pricelist may be changed from time to time at the sole discretion of BROOKS ENGLAND and is provided to retailers by their wholesalers. Retailers are responsible for remaining current with MAP policy, products and pricing. Any advertisement below the MAP will be a violation of the policy. This MAP policy applies to all advertisements of specific Selle Royal products in any type of media advertising channel, including without limitation flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet or similar electronic media, television, radio and public signage.

MAP Policy Violations

BROOKS ENGLAND actively monitors retailer compliance with this MAP policy. BROOKS ENGLAND reserves the right to inform the wholesaler if retailers do not adhere to this MAP policy and to take appropriate actions, including but not limited to restricting non-compliant retailers from carrying BROOKS ENGLAND products. Failure to adhere to this MAP policy shall be determined by BROOKS ENGLAND in its solediscretion.Wholesalersarealwaysresponsiblefortheirownbusinessareaandforthe retailers with whom they work.

E-commerce Policy

E-commerce Policy Coverage

All e-commerce partners shall present the BROOKS ENGLAND brand and its products in a manner consistent with the premium nature of the BROOKS ENGLAND brand. This e-commerce policy is non-negotiable and may not be amended, modified or conditioned by agreement with any e-commerce partner. This e-commerce policy is the unilateral policy of BROOKS ENGLAND and does not constitute an agreement between BROOKS ENGLAND and its e-commerce partners.

E-commerce Guidelines

E-Commerce partners must have an approved product presentation site, and consumer education information must be available for each product listed on the site. This includes butisnotlimitedto:(a)afullgraphicimageoftheproduct;(b)BROOKS ENGLAND specification on each performance product listed; and (c) explanation of BROOKS ENGLAND key performance technologies. These requirements will serve to enhance the consumer experience for BROOKS ENGLAND products, as well as maintain the integrity of BROOKS ENGLAND premium products.

E-Commerce partners must have a demonstrated capability for e-mail and consumer information retention, as well as the capability to distribute e-mail information to their consumer database.

E-commerce Policy Violations

BROOKS ENGLAND reserves the right to approve or disapprove any website based on our listed e-commerce policy guidelines and BROOKS ENGLAND’S subjective expectations of product presentation. BROOKS ENGLAND, in its sole discretion, can decline to make further sales to e-commerce partners that do not adhere to this e- commerce policy. Failure to adhere to this e-commerce policy shall be determined by BROOKS ENGLAND in its sole discretion.

Additional Information

E-commerce Policy modification

BROOKS ENGLAND reserves the right at any time and from time to time to modify, suspend, or discontinue this e-commerce policy, in whole or in part, or to designate promotional periods during which the terms of all or any part of this e-commerce policy change or are not applicable.

Unilateral action

BROOKS ENGLAND is not seeking agreement from any e-commerce partner to adhere to this policy. Whether to comply or not comply with this e-commerce policy is entirely within the discretion of our e-commerce partners.