Teraflex, LLC Minimum Advertised Price Policy

(USA Only, Effective November 2, 2026)

COVERED BRANDS

This Minimum Advertised Price (“MAP”) Policy is a unilateral policy of TeraFlex, LLC (“The Company”) and applies to products designated by TeraFlex, LLC as subject to MAP and sold under the following brands:

  • ReadyLIFT Suspension
  • Smittybilt
  • LOGIQ Air Suspension
  • TeraFlex
  • Falcon Shocks

These brands are referred to collectively in this Policy as the “Covered Brands.” Products subject to this Policy are referred to as “Covered Products.”

The Company may from time to time add, remove, or otherwise designate brands or products as subject to this Policy.

 

POLICY COVERAGE

This MAP Policy applies to wholesalers, distributors, dealers, retailers, and other resellers advertising Covered Products in the United States.

This Policy applies to the advertisement for Covered Products in all media, including, without limitation:

Flyers Coupons Online marketplaces
Posters Mailers and inserts Social media
Electronic media Newspapers/magazines Digital advertising
Television Catalogs and mail-order catalogs In-store signage
Radio Direct email Other internet-based or electronic advertising
Public signage Websites

For purposes of this Policy, “Online Advertising” includes, without limitation, publicly displayed prices on websites, online marketplaces, electronic advertisements, and other internet-based platforms, including prices accessible by search engines, web crawlers, specialized shopping engines, or pricing engines.

Prices displayed exclusively within a customer's shopping cart or during the checkout process are not considered advertising under this Policy, provided that the publicly advertised price remains at or above the applicable MAP price. Wholesalers and retailers may offer discounts within the shopping cart or during checkout without violating this Policy.

Advertising includes websites and other locations accessible through the internet, including, without limitation, auction sites, marketplace listings, and “Buy It Now” listings.

If an image of a Covered Product is shown in Online Advertising that directly solicits the purchase of the product, the applicable MAP price for that product must also be shown in the advertisement.

This requirement does not apply to advertising that provides general information about a Covered Product or Covered Brand for the purpose of encouraging a potential customer to seek additional information and does not directly solicit the purchase of the product. For example, a general banner advertisement promoting a Covered Brand or Covered Product without displaying a price would not be subject to this requirement.

 
ADVERTISING BELOW MAP

Advertising a Covered Product below its applicable MAP price or using advertising mechanisms intended to publicly communicate a price below MAP constitutes a violation of this Policy.

Examples of violations include, without limitation:

  • “Prices too low to mention”
  • “Our manufacturer won’t let us tell you the price”
  • “Click for price” (Add to Cart button is permitted when the price is disclosed only inside the cart)
  • “Mouse over for price”
  • Displaying the MAP price with a strike-through
  • Publicly displaying a price below MAP through promotional codes, coupons, or other advertising mechanisms
  • Any substantially similar mechanism intended to publicly communicate a price below MAP

Permitted In-Cart Discounting: Wholesalers and retailers may offer prices below MAP within a customer's shopping cart or during checkout, provided that the advertised price displayed prior to entering the shopping cart is at or above MAP. Such discounts will not constitute violations of this Policy.

Rounding an advertised price below the applicable MAP price also constitutes a violation. For example, advertising a product at $399 when the applicable MAP price is $399.99 constitutes a violation.

From time to time, The Company may authorize special promotions involving one or more Covered Brands or Covered Products. Advertising that does not comply with the terms of an authorized promotional or discount program may constitute a violation of this Policy.

Advertising financing programs or free shipping does not, by itself, constitute a violation of this Policy.


PRODUCT BUNDLES

Two or more Covered Products may be advertised together, provided that the advertised price of each product is not below its applicable MAP price.

If two or more Covered Products are advertised at a single bundled price, the combined advertised price may not be below the combined MAP prices of the Covered Products included in the bundle.


AFFILIATED WEBSITES AND FULFILLMENT ARRANGEMENTS

A wholesaler or retailer that fulfills orders for another company, website, marketplace seller, affiliate, or other entity that advertises Covered Products may be considered in violation of this Policy if the advertising by that entity violates this Policy and the wholesaler or retailer does not cause the noncompliant advertising to be discontinued within forty-eight (48) hours after notification by The Company.

This Policy applies to Covered Products advertised through any wholesaler or retailer website, affiliated website, marketplace account, or other electronic sales channel through which the wholesaler or retailer directly or indirectly advertises Covered Products.


RETAIL MINIMUM ADVERTISED PRICE

The Minimum Advertised Price (“MAP”) for Covered Products is the applicable manufacturer’s suggested retail price (“MSRP”), unless otherwise designated by The Company.

Applicable MSRP and MAP pricing may be reflected in the applicable Covered Brand price list, pricing file, dealer communication, electronic pricing feed, or other pricing information issued or authorized by The Company.

The Company will determine MAP pricing for new Covered Products when introduced and may establish, change, suspend, or discontinue MAP pricing for any Covered Product at any time.

 
RESALE SELLING PRICES EXCLUDED

This MAP Policy applies only to advertised prices.

The Company does not establish, control, or dictate the actual resale price charged by a wholesaler or retailer to its customer.

Wholesalers and retailers remain independently free to determine the actual prices at which they sell Covered Products.


NO AGREEMENT IS INTENDED

Nothing in this MAP Policy is intended to create a contract or agreement between The Company and any wholesaler, distributor, retailer, dealer, or other reseller regarding the terms of this Policy or the resale price of any Covered Product.

This Policy is a unilateral policy of The Company.


 UNILATERAL ACTION

The Company will not enter into discussions or negotiations with wholesalers or retailers concerning acceptance of, compliance with, or modification of this MAP Policy.

This Policy is non-negotiable and will not be modified for any individual wholesaler or retailer.

The Company neither solicits nor will accept any agreement, assurance, or commitment from a wholesaler or retailer to comply with this Policy.

Each wholesaler or retailer independently determines whether it will comply with this Policy. The Company independently determines what action, if any, it will take in response to noncompliance.


MAP POLICY NONCOMPLIANCE

The Company will unilaterally determine whether conduct constitutes noncompliance with this Policy.

The Company will not accept agreements, assurances, or commitments from wholesalers or retailers regarding their willingness to comply with this Policy.

If a wholesaler or retailer chooses not to follow this Policy, The Company may take the actions described in the Suspension Schedule below.

Any actions taken under this Policy are unilateral decisions of The Company and are not subject to negotiation or modification based upon a wholesaler’s or retailer’s assurance regarding future conduct.

 
DEALER-LEVEL ENFORCEMENT ACROSS COVERED BRANDS

This Policy is administered by The Company across all Covered Brands.

A wholesaler’s or retailer’s compliance history may be evaluated on a dealer-wide basis rather than independently for each Covered Brand.

Multiple instances of noncompliant advertising involving one or more Covered Brands may, in the sole discretion of The Company, be treated as:

  • A single violation;
  • Separate violations; or
  • Part of a continuing pattern of noncompliance.

In determining how noncompliance will be treated, The Company may consider, among other factors:

  • The number of Covered Brands involved;
  • The number of Covered Products involved;
  • The number of advertisements or listings involved;
  • The duration of the noncompliance;
  • Whether substantially similar violations appear across multiple websites, marketplaces, affiliated entities, or sales channels;
  • Prior violations involving the same or other Covered Brands;
  • The reseller’s overall compliance history; and
  • The facts and circumstances surrounding the conduct.

A violation involving one Covered Brand may be considered together with violations involving one or more other Covered Brands in determining whether a First, Second, or Third Violation has occurred.

 
SCOPE OF ENFORCEMENT

Any action taken by The Company under this Policy may apply to:

  • The specific Covered Brand involved;
  • Multiple Covered Brands; or
  • All Covered Brands.

The scope of any enforcement action will be determined unilaterally by The Company based on the nature, frequency, duration, and extent of the noncompliance and the reseller’s overall compliance history.

The Company may determine that multiple instances of noncompliance constitute a single violation or may determine that separate acts constitute separate violations.


SUSPENSION SCHEDULE

FIRST VIOLATION

A First Violation occurs when a wholesaler or retailer advertises one or more Covered Products below the applicable MAP price or uses advertising mechanisms intended to publicly communicate a price below MAP, as defined under the Advertising Below MAP section of this Policy.

Prices displayed exclusively within a customer's shopping cart or during checkout, consistent with the Permitted In-Cart Discounting provisions of this Policy, do not constitute a violation.

A First Violation may result in notice to the wholesaler or retailer and a forty-eight (48) hour grace period from notification in which the wholesaler or retailer may discontinue the noncompliant advertising.

Multiple contemporaneous instances of noncompliance involving the same or different Covered Brands may, at The Company's discretion, be treated as a single First Violation or as separate violations.


SECOND VIOLATION

A Second Violation may occur when:

  • Noncompliant advertising continues after expiration of the applicable forty-eight (48) hour grace period following a First Violation;
  • The wholesaler or retailer commits additional noncompliance involving the same Covered Brand within twelve (12) months after a First Violation; or
  • The wholesaler or retailer commits additional noncompliance involving another Covered Brand within twelve (12) months after a First Violation.

The Company will determine whether multiple acts of noncompliance constitute one violation or separate violations based upon the facts and circumstances.

A Second Violation may result in:

  • A second notice;
  • Suspension of shipments of the applicable Covered Products or Covered Brands for thirty (30) days;
  • Suspension of shipments of all Covered Brands for thirty (30) days where The Company determines broader action is appropriate; and/or
  • Suspension for thirty (30) days of the wholesaler’s or retailer’s authorization to use trademarks, images, logos, product data, or other intellectual property associated with one or more Covered Brands.

Any applicable suspension period begins upon notification by The Company.


THIRD VIOLATION

A Third Violation may occur when a wholesaler or retailer commits further noncompliance following a Second Violation or commits additional noncompliance involving the same or another Covered Brand within twelve (12) months after the Second Violation.

A Third Violation may result in:

  • Termination of the wholesaler’s or retailer’s authorization to market and sell products from the applicable Covered Brand;
  • Termination of authorization to market and sell products from multiple or all Covered Brands;
  • Termination of authorization to use intellectual property associated with one or more Covered Brands; and/or
  • Placement of the wholesaler or retailer on a Do Not Sell / Do Not Ship list for one or more Covered Brands.

The scope of a Third Violation enforcement action will be determined unilaterally by The Company.


INTELLECTUAL PROPERTY

The names, trademarks, service marks, logos, product images, product descriptions, marketing materials, and other intellectual property associated with the Covered Brands are owned by or licensed to The Company or its affiliates.

Authorization granted to a wholesaler, distributor, retailer, dealer, or other reseller to use Covered Brand intellectual property may be conditioned upon compliance with applicable The Company policies and may be suspended or terminated in connection with enforcement of this MAP Policy, subject to any separate written agreement and applicable law.


MODIFICATIONS

The Company may modify, suspend, replace, or terminate this MAP Policy at any time.

The Company may also modify the list of Covered Brands, Covered Products, applicable MAP prices, promotional exceptions, enforcement procedures, or other elements of this Policy at any time.

Any such changes will be effective when communicated or published by The Company, unless otherwise stated.


ADMINISTRATION

This Policy is administered solely by The Company.

No employee, sales representative, distributor, dealer, agent, or other representative is authorized to negotiate, modify, waive, or enter into an agreement regarding this Policy on behalf of The Company.

The Company retains sole discretion to interpret, administer, and enforce this Policy, including determining the appropriate scope and application of enforcement actions. Any modifications to this Policy will be made unilaterally by The Company and communicated as appropriate.

Questions regarding the administration of this Policy should be directed to the appropriate representative designated for MAP policy administration.