MAP Policy

Sadaf Minimum Advertised Price (MAP) Policy

Effective Date: This Minimum Advertised Price Policy (“MAP Policy”) is effective as of September 20th, 2022. This policy covers all products listed on the Sadaf website (www.sadaf.com) Purpose: Soofer Co., Inc. dba Sadaf (Sadaf or Sadaf Foods) has spent decades building a strong reputation, following, and brand value among the end-user consumers of its products. In order to preserve Sadaf’s hard-earned reputation for providing high value products, to further its image and competitiveness in the ecommerce marketplace, and to encourage dealers, distributors and resellers of Sadaf products to invest time and resources in preserving the value and reputation of Sadaf products, it has established a MAP Policy for Sadaf brands and products for ecommerce.

This policy solely covers ecommerce and online sales, including but not limited to, any sales from any website, whether owned and operated by a Sadaf customer or downstream reseller, in addition to sales on any third party platforms or marketplaces, such as Amazon, Walmart, Kroger, or other marketplaces. This policy does not cover sales at brick and mortar outlets or physical stores.

Additionally, this policy does not affect or alter any goodwill, intellectual property, trademark or other Sadaf or Soofer Co. property. To the contrary, all such rights and property remain the sole and complete ownership of Sadaf and Soofer Co.

This policy applies to all resellers of Sadaf products regardless of whether they are direct purchasers from Sadaf and/or Soofer Co. or purchase Sadaf products from a Sadaf distributor or other Sadaf customer.

This MAP Policy is intended to allow consumers to purchase from resellers to protect Sadaf’s reputation and brand image. It is further created in the interest of protecting both resellers and consumers. A reseller’s failure to comply with this MAP Policy can significantly detract from and diminish the perceived value of Sadaf brands and products. The global impact of the internet can cause great harm to any company's products if they are advertised at prices that will eliminate legitimate retail competition.

As such, Sadaf is hereby requiring our resellers to follow our MAP Policy. Although each reseller remains free to establish its own advertising and pricing policy, Sadaf requires that any advertising of its products and use of our trademarks meet certain minimum criteria. Additional terms are defined below and apply to all products within the Sadaf family of brands and products.

Guidelines

  • 1. The MAP Policy shall apply to any Sadaf Product currently covered by this Policy (the “Covered Product,”) listed on Sadaf’s website (www.sadaf.com ), or provided by other notice, and as updated by Sadaf from time to time and without notice.
  • 2. Sadaf always offers a Suggested Retail Price/MSRP for every Covered Product. However, Resellers may establish their own actual resale prices.
  • 3. Violations occur if the Advertised or Listed Price of a Covered Product is less than the Minimum Advertised Price established by Sadaf.
  • 4. This MAP Policy applies to any and all Advertised Price of Sadaf products related to ecommerce in any and all media outlets including but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet or similar electronic media, banners, television, radio and public signage.
  • 5. Notwithstanding the foregoing, the MAP Policy is not applicable to any in-store advertising for in-store purchase only. The inclusion in advertising of free or discounted products, with a product covered by this 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 Minimum Advertised Price.
  • 6. The MAP Policy applies only to ecommerce listed and/or advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual consumer. Resellers of Products covered by the MAP Policy remain free to sell such products at any prices they elect as long as the price adjustment is first displayed and applied during the checkout process.
  • 7. The Minimum Advertised Price also includes all discounts, deductions, rebates and allowances offered (not including Sadaf rebates or coupons) and excludes all taxes and insurance charges to be paid by customer.
  • 8. Shipping costs, if any, are excluded from the calculation.
  • 9. This MAP Policy does not establish maximum advertised prices. All authorized Sadaf resellers may offer Sadaf products at any price in excess of the Minimum Advertised Price for such products.
  • 10. The MAP Policy does not, in any way, limit the ability of any reseller to advertise that "they have the lowest prices" or, they "will meet or beat any competitors’ price, "that consumers should" call for a price" or phrases of similar meaning as long as the price advertised or listed for the product is not less than the Minimum Advertised Price.
  • 11. Sadaf may, in its sole discretion, discontinue certain Covered

Products or engage in promotions with respect to certain Covered Products. In such events, Sadaf reserves the right to modify or suspend the MAP Policy with respect to the affected Products the most updated information found on the Sadaf.com website. Sadaf further reserves the right to unilaterally adjust the minimum advertised price with respect to any, all or certain Products at its sole discretion by listing or changing same on its website. No further or additional notice on Sadaf’s part will be given, though Sadaf, in its sole discretion, may choose to provide separate notice through other mediums. It is the responsibility of the reseller to keep up to date with Sadaf’s posted MSRPs on sadaf.com. To the extent that Sadaf 12. 13. 14. through promotions or sales reduces prices below the Minimum Advertised Price, that promotions or sale price shall become the new Minimum Advertised Price for the during of such promotion or sale. Sadaf reserves the right to enforce this policy against any activity which Sadaf, in its sole discretion, determines to be intended to circumvent the purpose of this MAP Policy. Sadaf, in its sole discretion, shall determine whether any Listed and/or Advertised Price is in violation of this Policy.

Sadaf, at its sole discretion, may grant waivers to the MAP Policy. In order to be effective, such waiver must be in writing by Sadaf’s MAP Policy Administrator. Sadaf employees, regardless of their title or position, are not authorized to grant waivers or in any way modify Sadaf’s MAP Policy. Any alteration or deviation from the terms of any waiver which is granted by the Sadaf MAP Policy administrator is a violation of this MAP Policy.

A Reseller (directly or through a Distributor) engaging in any of the following activities or equivalents in connection with any Covered Products is a violation of this Policy unless expressly authorized by Sadaf or unless otherwise directed by this Policy:

  • a. A strike-through of any MSRP or “regular price” and/or the failure to show a price for any Covered Product referenced, except to the extent created by authorized third party marketplace such as Amazon.
  • b. The price for a Covered Product does not appear on the initial webpage or the price varies between the initial webpage and an in-the-cart price.
  • c. An invitation to click, rollover, visit a location (such as a website, store or showroom) or otherwise communicate to obtain a price.
  • d. Advertising or promoting a trade-in offer for any products in connection with any Covered Products.
  • e. Selling on any third-party website is strictly prohibited and requires written authorization from Sadaf to do so. This includes: Amazon, Ebay, Walmart, Kroger or any other platform not owned by the reseller. 15.
  • f. Any tactics which Sadaf determines are intended to circumvent the application of this Policy.

If Sadaf, in its sole discretion, determines that a reseller has violated, or intends to violate this MAP Policy, Sadaf reserves the right to cancel or restrict any pending or future orders, or otherwise suspend a reseller’s account or request that the reseller be removed from the ecommerce platform as a seller of the brand.

Exemptions:

Exemptions to the Policy are as follows:

  • 1. The website owned and operated by a Sadaf customer or downstream retailer, and not on any third party marketplace platform.
  • 2. Individualized email (not including automated email) in response to a specific customer inquiry.
  • 3. In-store materials at a brick-and-mortar location that simply state the price the Covered Products may be purchased, including point-of-sale signs, price stickers and hangtags (but not including signage visible outside a brick-and-mortar location).
  • 4. Advertising and promotional materials (including printed catalogs) that cannot reasonably be modified prior to the effective date of this Policy or a change in the MAP(s), the current Covered Products or this Policy until revision is reasonably available.
  • 5. An offer under one or more special programs (if any) designated by Sadaf.
  • 6. A card benefit, coupon or other discount, as long as it may be applied to most of the products offered by Reseller or, in the case of a category-wide sale (such as thread) most of the products in the category.
  • 7. The accrual and application of “points” or other things of value in connection with the purchase of any Covered Product so long as the points are accrued from and may be applied to most of the products offered by Reseller in an equal manner.
  • 8. The offer to a Reseller’s employee for personal use (not for resale).

Additional Terms & Conditions

This MAP Policy applies to all Sadaf Resellers located in the United States. Any “FAQs” or information posted by Sadaf are intended to help answer questions only and are not part of the Policy.

Nothing contained herein shall create or be deemed to constitute any type of relationship, obligation, or duty on the part of Sadaf.

Each of the provisions in this MAP Policy is separate, distinct, and independent of the others. As such, if any provision hereof or herein is held to be invalid for any reason or otherwise unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

Definitions

The “MAP Policy” or “Policy” means this policy. A “Covered Product” is a product designated by Sadaf to be subject to this MAP Policy.

“Advertised Price” is calculated as specified above and includes any offer or price at which a Covered Product is made available in any way (whether through advertising, promotion, proposal, quotation or otherwise and regardless of place or medium used) and offers made by or on behalf of Reseller containing Price Information, including, but not limited to, conventional advertising (e.g., newspapers, magazines, direct mail, catalogs, radio and television) and Electronic Content.

“Price Information” means any information regarding price, express or implied, such as a discrete price, price formula, reference to price or anything related to price (e.g., representations or inferences regarding savings, discount or value). “Electronic Content” means all electronic advertisements and any information accessed through a hypertext link or “http,” a mobile app or site, social media, internet shopping sites, marketplaces and comparison search engines, electronic solicitations, messaging, webcasts, e-mail and chat.

“Reseller” means each Dealer (including distributors selling to end users or through a distributor enterprise) officially designated and/or authorized by Sadaf.

Questions, Assistance, and Reporting

All questions or requests for additional information regarding this MAP Policy or information regarding potential violations of this MAP Policy, must be in writing and addressed to:

Sadaf Foods
MAP Policy Administrator

2828 Alameda Street
Los Angeles, CA 90058
MAP@sadaf.com