MacNeil Automotive Products, Limited Reseller Agreement

© 2013 by MacNeil IP LLC www.weathertechdirect.com

MacNeil Automotive Products, LimitedReseller Agreement 1. Acceptance. MacNeil Automotive Products, Limited (“MNAPL”) has published this Reseller Agreement (“Agreement”) on its wholesale web site. Any entity wishing to purchase MNAPL’s products for resale to others (“Reseller”) should carefully review this Agreement. RESELLER’S CLICKING ON THE “I ACCEPT” BUTTON AT THE BOTTOM OF THIS AGREEMENT IS ITS INDICATION THAT RESELLER HAS REVIEWED, UNDERSTANDS AND CONSENTS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. Acceptance of this Agreement by Reseller is expressly limited to the exact terms contained herein and any attempt to alter or omit any of such terms shall be deemed a counteroffer which may be rejected by MNAPL. It is a condition of this Agreement that any provisions printed or otherwise contained in any acknowledgment hereof, purchase order or other document which is submitted by Reseller which are inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this Agreement, shall have no force or effect, and that Reseller agrees that any such provision therein or any such alterations in this Agreement shall not constitute any part of this Agreement unless specifically assented in a writing executed by MNAPL. No alteration of MNAPL’s rights or obligations stated herein shall be binding unless agreed to in writing by MNAPL.

2. Price; Payment; Delivery. Price is as quoted in the sales order referring to this Agreement and is Net 30 days from date of shipment, which is MNAPL’s date of invoice. Except for drop ship orders or as otherwise agreed by MNAPL and Reseller, terms are Ex Works MNAPL’s dock, at which point title and risk of loss transfer to Reseller. For drop ship orders, terms are Ex Works point of manufacture, at which point title and risk of loss transfer to Reseller.

3. Late Payment. All amounts not paid in full within 30 days after the date due shall bear interest from the date due until paid at an annual rate of eighteen percent (18%) compounded monthly. Payments received by MNAPL shall be first applied to interest accrued and unpaid as to any account of Reseller and then to any amount overdue on such accounts as MNAPL shall determine in its sole discretion.

4. Cancellation: To cancel any order, Reseller must telephone or email MNAPL by the end of the business day on which Reseller’s order was received. Orders for Products are otherwise not cancellable.

5. Purchase Money Security Interest. Notwithstanding Paragraph 2 above, which relates to transfer of title and risk of loss, until the price shall have been paid in full to MNAPL for any Products, MNAPL shall retain a purchase money security interest in the inventory of the Products presently in the possession of or hereafter acquired by Reseller, and if Reseller shall have sold the Products to any third party, the proceeds of resale (or claim thereto) shall belong to MNAPL. Reseller hereby appoints MNAPL as its attorney in fact to file any document, with any state or other governmental authority, as is necessary or desirable to perfect, continue, modify or terminate this security interest. Failure on the part of Reseller to pay the price when due shall give MNAPL the right (without prejudice to any other remedies): a. to repossess the Products with or without prior notice and to enter upon any premises in which the Products may be for the purpose of repossession; and b. to prevent Reseller from reselling or parting with possession of the Products until the price there for shall have been paid in full.

6. Taxes. The price of the Products is exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by Reseller.

7. Standard Co-Op Advertising Allowance: MNAPL establishes every new Reseller account with a Standard Co-Op Advertising Allowance (“Standard Co-Op”). Standard Co-Op is a pricing discount and is the difference between the pricing offered Reseller and Jobber (retailer) level pricing. At MNAPL’s sole discretion MNAPL may extend to a Reseller one or more “Special Discounts” on Products which exceed the discounts reflected in the Standard Co-Op.


8. Inventory Stock Adjustments: a. MNAPL offers to Resellers a once-annual stock adjustment of 3% of the previous year’s net pur chases with a 1 – 1 offsetting order. b. To obtain a stock adjustment, a Reseller must notify MNAPL thirty days in advance, and must obtain a Return Goods Authorization (RGA) number from MNAPL. Reseller must pay the freight for returning the goods back to MNAPL. c. Stock adjustments will only be accepted from March through August, inclusive. d. MNAPL will issue an RGA only for Products identified with the WeatherTech® trademark. Products which are manufactured exclusively for a Reseller or which are private-labeled are nonreturnable. Products which are more than twelve months old, and Products which have been discontinued by MNAPL for more than six months, are nonreturnable to MNAPL. e. Products manufactured exclusively for the international market and/or exclusively for re-saleable Products adapted for use on US domestic vehicles. f. Credit will only be issued for returned Products which are in pristine and re-sellable condition. MNAPL reserves the right to discard any returned Product that MNAPL deems, in its sole opinion, to not be in a pristine and un-saleable condition, without any credit to be issued in this event to the Reseller making the return and without any further liability to MNAPL. g. If a credit is generated by returned Products, MNAPL will apply the credit to the Reseller’s account and will transmit a credit memo to the Reseller. Credits cannot be used as payment for outstanding balances for orders placed prior to the issue of a credit. Such credits are applicable to subsequent orders only. h. MNAPL does not participate in buy-backs or in inventory lifts of other manufacturers’ products. i. MNAPL does not offer pay-downs on a Reseller’s previously purchased inventory should a future pricing decrease occur. j. Where the stock adjustment requested by the Reseller is considered “large”, MNAPL may direct the Reseller to make the return over two or more successive months and will notify the Reseller concerning the volume of each monthly return. k. Requests for stock adjustment which do not comply with the above guidelines may be made, at MNAPL’s sole discretion, but MNAPL will charge a restock fee. l. Non-palletized or non-bulk returns will be charged an additional $5.00 restock fee per part number. m. A Reseller may not count any order that was given additional discounts for promotional considerations against the sales total when calculating the return.

9. Provisions Applicable to WeatherTech® Warehouse Distributors (WDs): a. Qualifications for WDs: MNAPL in its sole discretion may appoint Reseller as a WeatherTech® Warehouse Distributor. To qualify for WD status, a firm must be an established wholesale three-step automotive accessory distributor. The firm must maintain a representative and diverse inventory of Products to efficiently and quickly fill customer needs. A minimum annual sales volume of Products for Reseller should be proportionate to Reseller’s annual turnover, which provides proof that Reseller is making a sufficient effort to represent and promote the Products. MNAPL may revoke a Reseller’s WD status at any time, with or without cause. To continue to enjoy WD status, Reseller must comply with MNAPL’s unilaterally imposed Minimum Advertised Price (“MAP”) Policy, published separately and apart from this Agreement. b. Freight: Unless otherwise agreed, Warehouse Distributor prepaid freight on all orders is $2500 for any and all Weathertech® Products (hereinafter: “Products”), to one location only. WDs who take possession of the Products at MNAPL’s dock, or who assent to MNAPL shipping freight collect, will be quoted a downwardly adjusted wholesale price for the Products. c. Drop Ship Orders: MNAPL does not expect the WD to stock any Product representing 1% or less of the total annual sales volume of MNAPL product sales by the WD. At the WD’s request MNAPL will drop ship any such Product (a “Special Order”) to the WD’s customer, for the Minimum Advertised Shipping fee (MAS; refer to MAP policy issued separately) plus an additional handling fee of $3.00 per product group. A product group is a set of products shipped in the same package from the same location.


10. Use by Reseller of MNAPL Intellectual Property. Reseller agrees to conform to MNAPL’s policy as set forth herein regarding the use of its intellectual property (“IP”). MNAPL IP includes but is not limited to trademarks, trade dress and copyrights in the images and text MNAPL uses to describe and market the Products. MNAPL’s trademarks include the following:

ABSOLUTE INTERIOR PROTECTION™

AIRCUSHION™ ALL VEHICLE MAT™ AVM®

BUMPERFRAME™ CLASSIC™ CLEARCOVER® CLEARFRAME™

CLICK AND STAY® CROSS-LINK ACTION™ DIGITALFIT® EASY-ON®

FLOORLINER™ FLOWTHRU™ GENTLE CAR™ LAMPGARD®

LET THE FRESH AIR IN® MACNEIL® MACNEIL AUTOMOTIVE PRODUCTS LIMITED®

MAGICLIP™

MATGRIP® MATHANGER™ MULTI-FLEx™ MOUNTS-IN-MINUTES™

PLATEFRAME™ PERFECT DIGITAL FIT® QUADHANGER™ QUICKSNAP™

QUICKTECH™ QUICKTURN™ RACKSACK® REAR OVER THE HUMP FLOORLINER®

ROLL AND WRAP™ SPOTTECH™ TECHCARE™ TECHFLOOR™

TECHLINER™ TECHSHADE® TECHNO FLEx® TRACTIONSQUARES™

TRIM-TO-FIT™ TWOSHOT™ WEATHERTECH® WEATHERTECH TF™

Reseller may not use MNAPL IP without MNAPL’s prior written authorization, including but not limited to any of the following situations: a. Magazine and newspaper advertising b. Television, radio, billboard c. Over the Internet, including but not limited to the following ways: i. Any pay-per-click search engine service allowing persons to bid on any MNAPL trademark as a search term entered by a visitor to the search engine site, alone or in combination with other words, including but not limited to: 1. Google AdWords Program 2. Yahoo Search Marketing ii. Shopping sites, including but not limited to 1. Amazon.com 2. eBay.com 3. Google Product Search 4. Yahoo.com shopping 5. Shopzilla.com iii. Social Networking Sites, including but not limited to 1. Facebook 2. Twitter 3. MySpaceReseller may use MNAPL IP in the following situations: d. Resellers may use MNAPL IP as previously approved by MNAPL e. Resellers may elicit internet search results displaying MNAPL IP as the result of organic search results from previously approved Reseller web sites. f. Use by a Reseller of MNAPL trademarks in the Reseller site’s Product description content, if and only if that Product is offered for sale by the Reseller under the conditions of this Agreement.

MNAPL will provide authorized images and text for MNAPL-approved uses thereof upon request of Resellers who are in good standing. Reseller may not redistribute such images and text to others without MNAPL’s prior written authorization.

Any unauthorized use of MNAPL IP is a material breach of this Agreement, may at MNAPL’s sole discretion result in the loss of any Co-Op Allowance granted by MNAPL to Reseller, and may result in MNAPL’s institution of legal action.


11. Delays. MNAPL will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of the Products, or for any damages suffered by Reseller by reason of such delay, if such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond the control of MNAPL.

12. Warranty. MNAPL warrants the Products, as manufactured, to be free from defects in material and workmanship. MNAPL does not warrant damage occurring during shipment nor which is the result of faulty handling by Reseller or its downstream customers, nor which is the result of improper installation by the consumer or end user. As Reseller’s sole remedy hereunder, MNAPL agrees at its cost to replace, on an exact-same product basis, any Product returned by Reseller to MNAPL, with proof that the Reseller purchased the Product directly from MNAPL. Reseller must exercise its remedy, if at all, electronically or in writing and within the warranty period published for the Product, as counted from the date that MNAPL delivers the Product to its dock or when received by Reseller, whichever event happens first. MNAPL reserves the right to discard any Product returned by Reseller to MNAPL, even if the returned Product is determined by MNAPL to be non-warrantable. 13. DISCLAIMER. Except as set forth in the paragraph immediately above, ALL WARRANTIES, ExPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY ExCLUDED.

14. LIMITATION OF LIABILITY. MNAPL SHALL NOT BE LIABLE TO RESELLER FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE GOODS, INCLUDING, BUT NOT LIMITED TO, ANY USE, MIS-USE OR MODIFICATION OF THE GOODS (UNLESS SUCH MODIFICATION IS MADE ACCORDING TO THE INSTRUCTIONS ACCOMPANYING THE PRODUCT), MALFUNCTIONS AND DEFECTS IN THE GOODS, OR DELAY OF MNAPL IN PERFORMING HEREUNDER. IN NO EVENT SHALL MNAPL BE LIABLE TO RESELLER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF MNAPL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF OR KNEW OR SHOULD HAVE KNOWN THEREOF. LIABILITY HEREUNDER TO RESELLER, IF ANY, SHALL IN NO EVENT ExCEED THE PRICE PAID TO MNAPL HEREUNDER BY RESELLER.

15. Default. Upon the happening of any one or more of the following events, MNAPL shall have the unrestricted right to cancel and terminate this Agreement without cost or liability to MNAPL: (1) Reseller’s insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Reseller; (3) institution of legal proceedings against Reseller by creditors or stockholders; (4) appointment of a receiver for Reseller by any court of competent jurisdiction. The acceptance of Products or performance after the occurrence of any of the events above enumerated shall not affect the right of MNAPL to cancel any additional obligations.

In the event of a default hereunder by Reseller, MNAPL shall be entitled to collect as damages, in addition to all other damages allowed by law, the following amounts related to the Products: the actual cost of all goods, services, or materials purchased or contracted for and the cost of all tooling acquired by MNAPL in connection with the Products, plus 5% of the Price to cover MNAPL’s design, purchasing and materials and tooling handling services.

16. Miscellaneous. a. Any term or provision of this Agreement may be waived in writing at any time by the party entitled to the benefit thereof. Any failure to enforce any provision hereof shall not constitute a waiver of such provision or of any subsequent failure to perform any obligation hereunder.

b. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.


c. All notices, disclosures, or other communications which are required or permitted hereunder shall be in writing and shall be delivered in person, or by facsimile or sent by U.S. registered or certified mail, postage prepaid, if to MNAPL, to MacNeil Automotive Products Limited, 1 MacNeil Court, Bolingbrook, Illinois, USA 60440; and if to Reseller, to the address set forth on Reseller’s credit application. Notice may be sent by e-mail to the e-mail address of MNAPL at notices @macneil.com and to the e-mail address of Reseller as set forth on Reseller’s credit application. Notice delivered personally shall be deemed received upon delivery. Notice delivered by fac simile shall be deemed received upon delivery, provided that the original copy of such notice, properly executed by the sender (if required) shall be sent by U.S. Mail, postage prepaid, and received by the addressee within three (3) business days after delivery of the facsimile copy. Notice delivered by registered or certified mail shall be deemed received on the third (3rd) business day after posting. Notice by e-mail shall be deemed received on the day upon which such notice is sent. Any party may change the address to which notices for such party may be sent by written or electronic notice to the other party. d. This Agreement contains the entire agreement of the parties and supersedes and incorporates all prior and contemporaneous agreements, representations and negotiations between the parties with respect to the subject matter hereof. This Agreement may be altered or amended only by written instrument executed by the party sought to be bound thereby. No agreement or representation by any representative of MNAPL or contained in any proposal by or communication from MNAPL shall be binding upon MNAPL unless specifically set forth in this Agreement or a Sales Order referencing this Agreement and signed by an Officer of MNAPL. MNAPL’s Minimum Advertised Pricing (“MAP”) Policy is unilaterally issued by MNAPL separately from this Agreement, forms no portion of this Agreement and is not modified by this Agreement. e. Neither this Agreement nor any rights thereunder may be assigned by Reseller without the prior written consent of MNAPL. f. Actions to enforce this Agreement shall be brought in a court of competent jurisdiction located in DuPage County, Illinois, or if applicable, the Federal District Court for the Northern District of Illinois. The parties agree that the transaction embodied in this Agreement has a substantial connection to such jurisdiction, submit to the jurisdiction of such court and agrees to the service of summons by mail in the same manner as notices may be served hereunder. g. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to its principles of conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Where Re seller is located in the province of Quebec, Canada, MNAPL and Reseller confirm that they have requested that this Agreement and all related documents be drafted in English. h. In any action by MNAPL to enforce the provisions of this Agreement, MNAPL shall be entitled to collect as damages from Reseller, in addition to the service charge provided for above, all damages provided by law and this Agreement, MNAPL’s court costs and reasonable attorneys’ fees through the appellate level. i. The remedies of MNAPL hereunder shall be cumulative. j. If any term, condition, restriction or covenant contained in this Agreement shall be deemed illegal or unenforceable, all of the other terms, conditions, restrictions and covenants and the application thereof to all persons and circumstances subject hereto shall remain in effect to the extent permitted by law; and if any application of any term, condition, restriction or covenant to any person or circumstance shall be deemed illegal, the application or such term, condition, restriction or covenant to other persons or circumstances shall remain in effect to the extent permitted by law. k. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction. l. If this Agreement and any Sales Order referencing this Agreement cannot be interpreted to be consistent with each other, this Agreement shall control.


MacNeil Automotive Products, Ltd.Reseller Minimum Advertised Pricing PolicyThe business relationship between MacNeil Automotive Products, Limited (sometimes hereinafter referred to as “MNAPL”) and each of its resellers is an “at will” business relationship and MNAPL reserves the right to terminate such business relationship without cause and at any time. Additionally the potential reseller has the right to disagree with the MNAPL Minimum Advertised Pricing Policy (the “Policy”) as stated herein and may choose to not do business with MNAPL after reading these guidelines. MNAPL will not entertain reseller-proposed changes to this Policy for any reason. However MNAPL reserves the right to make ongoing changes to this Policy without prior notice. If MNAPL’s reseller disagrees with any changes to this Policy the reseller may choose not to deal with MNAPL in the future.

Reseller A reseller, as used herein, is any entity which buys MNAPL’s products and sells them either to end users or for resale. Resellers include but are not limited to wholesalers, warehouse distributors, e-tailers, and automotive dealers.

Prices, Discounts and Co-Op Allowance All prices and discounts are quoted specifically for each individual reseller account. Minimum Advertised Price (MAP), Minimum Advertised Pick-Up price (MAPP) and Minimum Advertised Shipping Price (MAS) must be adhered to for all advertising and promotional media, whether electronic or printed. Jobber MAP is supplied as a guideline for resellers to quote to their customers. MNAPL prefers that Jobber MAP is not discount-able by more than 20%. However, MNAPL does recognize the need for resellers on occasion to offer deeper discounts for promotions or specials, etc. When these occasions occur Jobber MAP discounts should never exceed 30%!

MNAPL considers all cost impacting asks and needs when quoting a direct reseller. If additional costs impact-ing asks or needs are presented to MNAPL after the initial quote is presented, MNAPL reserves the right to adjust the quote.

An e-tailer is defined as an internet marketing company, online shop, e-shop, e-store, internet shop, web-shop, web-store, online store, or virtual store that sells goods to consumers electronically. E-tailers (“free rider” resellers) do not have warehouses and/or brick-and-mortar facilities, and cannot stock product. Job-ber MAP is supplied as a guideline and is NOT discountable for resellers to quote e-tailers, unless otherwise approved by MNAPL. MNAPL reserves the right to immediately terminate the business relationship with WDs that intentionally disregard and/or circumvent this Jobber MAP guideline by discounting and/or rebating on the backside resulting in pricing being listed below Jobber MAP.

MNAPL acknowledges that customers and downstream resellers are free to advertise and sell to whomever and at whatever prices it chooses, but by selling below MAP, MAPP or MAS, a reseller risks losing Standard Co-Op advertising allowance and Special Discounts. MNAPL establishes every new reseller account with a Standard Co-Op advertising allowance. Standard Co-Op is the monetary difference between reseller and Jobber (retailer) level pricing. Special Discounts are “above and beyond” Co-Op discounts of MNAPL’s Standard Co-Op advertising allowance. Pricing is subject to change without notice.

MNAPL designs, manufactures and markets products under the WeatherTech® premium brand, which identifies those products to consumers as having characteristics of excellence and high quality. MNAPL has invested significant resources in product innovation, development and marketing to build and maintain its brand and reputation for high quality and to generate goodwill. MNAPL's continued and considerable invest-ment in manufacturing causes us to expect a reciprocal level of exclusiveness and loyalty from its direct Re-sellers. A Reseller participating in disloyal selling practices risks the loss of their Standard Co-Op advertising allowance and Special Discounts.


MNAPL prohibits the distribution of its parts (SKU) data, images and/or marketing materials without express written consent from MNAPL. This Agreement is binding and will remain in effect up until a newly revised version is posted and/or is made available. Any corporate name, address or identity change must be forwarded to MacNeil Automotive in writ-ten form, and a newly submitted credit application must be approved to maintain active account status.

Minimum Advertised Price (MAP)MNAPL’s minimum advertised price (“MAP”) is defined as the price that is charged for product to a retail buyer (typically, the consumer or end user of the product) by a reseller and is inclusive of a flat shipping rate.

MNAPL designs, manufactures and markets products under the WeatherTech® premium brand, which identifies those products to consumers as having characteristics of excellence and high quality. MNAPL has invested significant resources in product innovation, development and marketing to build and main-tain its reputation for high quality and to generate goodwill in the WeatherTech® brand. In general, MNAPL’s pricing is set to recover the costs associated with its extensive product development and marketing activities and through its MAP, MNAPL seeks to discourage “free rider” resellers who take unfair advantage of MNAPL’s efforts. MNAPL further has unilaterally adopted this Policy to prevent price-based advertising that tends to degrade or cheapen the image of WeatherTech® products in the marketplace, thus eroding its goodwill and brand reputation.

MNAPL therefore asks that each reseller of its products keep pricing integrity intact and sell at full MAP when shipping directly to the customer. Full MAP is defined as the Minimum Advertised Price, and should exclude additional discounts, coupon codes, promotions, etc., that can be added "In-Cart" and would cause merchandise to fall below full MAP. Further, if products are purchased from MNAPL and are sold with the intent to be resold again, no matter how many times, we ask that the end user's price never be advertised below MAP. "In-Cart" discounts are considered to be a deceptive selling practice. Direct accounts and resellers selling below MAP, MAPP or MAS, risk losing Standard Co-Op advertising allowances and Special Discounts, and MNAPL reserves the right to raise acquisition costs or terminate the business relationship.

Other than establish minimum pricing, this Policy does not determine the price at which resellers can advertise products or offer products for sale. It does not establish maximum advertised prices. It does not restrict any reseller from offering competitive products for sale, at pricing which may be less than, the same as or more than the MAP for a similar MNAPL product.

Minimum Advertised Pick-Up Price (MAPP)MNAPL’s minimum advertised pick-up price is defined as the price that is charged for product to the retail buyer in the reseller’s stores and where charging for shipping is not applicable.

MNAPL asks that each reseller of its products keep the pricing integrity intact and sell at full MAPP when the retail buyer physically picks the product up at the store.

Minimum Advertised Shipping (MAS)MNAPL’s minimum advertised shipping rates are a flat rate charge that was developed for MNAPL and is inclusive of a myriad of expenses associated with shipping product originating at MNAPL’s dock. MNAPL recognizes that some of its products are bought in sets by the retail customer and MNAPL discounts the second or third part’s shipping when bought together on select product groups. The kit part numbers in MNAPL’s retail advertising have been developed to ease the ordering process for the retail buyer for individual/like product groups. MNAPL may offer these kit part numbers to their WDs, wholesalers, and resellers with the caveat that these are STOCKING part numbers for select applications that were designed to enhance and make more enjoyable the retail buyer’s ordering experience only. No special wholesale discount or packaging is available for the select applications, and the UPCs are linked to the individual items included in the kit parts. A reseller may choose to create their own merged kits/packages for individual and merged products to mirror what is showcased on MNAPL’s website.


By law, MAP, MAPP and MAS must be set unilaterally by MNAPL and MNAPL must have the sole responsibility and authority to police these policies. Complaints from complying resellers concerning noncom-pliant resellers cannot be acted upon by MNAPL.

Manufacturer’s Suggested Retail Price (MSRP)MNAPL also produces products that carry an MSRP policy. MSRP is just a suggested list price of a product and the price which MNAPL recommends that the retailer sell the product but does not enforce. The intention is to help to standardize prices among locations. MNAPL recognizes that some resellers always sell at, or below, the suggested retail price, others do so only when items are on sale or closeout/clearance.

Pricing Table Guide (PTG)This table sets forth MNAPL’s current MAP, MAPP, MAS and MSRP. The pricing stated herein may have changed since this PTG was last revised, and it is the responsibility of Reseller to ascertain current MAP, MAPP and MAS.

Pricing Table Guide (PTG)Effective December 2013

If MAP is not adhered to, any applicable discounts may be voided or withdrawn at WeatherTech's discretion.

Extreme-Duty FloorLiner™ MAP MAPP ShippingBlack/Tan/Grey Black/Tan/Grey Black/Tan/Grey

Front FloorLiner™ - Size Price Code 0 $127.95 $109.95 $18.00

Small Rear FloorLiner™ - Size Price Code 1 $74.95 $59.95 $15.00

Medium Rear FloorLiner™ - Size Price Code 2 $84.95 $69.95 $15.00

Large Rear FloorLiner™ - Size Price Code 3 $94.95 $79.95 $15.00

x-Lg. Rear FloorLiner™ - Size Price Code 4 $104.95 $89.95 $15.00

Mega Rear FloorLiner™ - Size Price Code 5 $114.95 $99.95 $15.00

Front and Rear FloorLiner™ Please see Note on Last Page

Front Over-the-Hump FloorLiner™ MAP MAPP Shipping Black/Tan/Grey Black/Tan/Grey Black/Tan/Grey

Front Over-the-Hump FloorLiner™ $157.95 $139.95 $18.00

Extreme-Duty FloorLiner™ Luxury pricing MAP MAPP Shipping Black/Tan/Grey Black/Tan/Grey Black/Tan/Grey

Front FloorLiner™ - Size Price Code 0A $167.95 $149.95 $18.00

Medium Rear FloorLiner™ - Size Price Code 2A $114.95 $99.95 $15.00

Large Rear FloorLiner™ - Size Price Code 3A $124.95 $109.95 $15.00

Front and Rear FloorLiner™ Please see Note on Last Page

All-Weather Floor Mats MAP MAPP Shipping Black/Tan/Grey Black/Tan/Grey Black/Tan/Grey

Front Mats - Standard Size 0 $69.95 $54.95 $15.00

Front Mats - Large Size 0A $79.95 $64.95 $15.00

Rear Mats - Standard Size 1 $60.00 $45.00 $15.00

Rear Mats - Standard Size 1B $44.95 $29.95 $15.00

Rear Mats - Large Size 1A $70.00 $55.00 $15.00

Front and Rear Floor Mats Please see Note on Last Page

All Vehicle Mat MAP MSRP ShippingBlack/Tan/Grey Black/Tan/Grey Black/Tan/Grey

Front and Rear $64.95 $49.95 $15.00

All Vehicle Trim-to-Fit™ Cargo Mats MAP MAPP Shipping Black/Tan/Grey Black/Tan/Grey Black/Tan/Grey

Universal Cargo Mat $61.95 $59.95 $15.00

Minimum Advertised

Price

Minimum Advertised

Pick-Up Price & MSRP

Minimum AdvertisedShipping


Cargo Liners/Cargo Mat MAP MAPP Shipping Black/Tan/Grey Black/Tan/Grey Black/Tan/Grey

Small Cargo Liners - 1 $107.95 $89.95 $18.00

Medium Cargo Liners - 2 $127.95 $109.95 $18.00

Large Cargo Liners - 3 $137.95 $119.95 $18.00

x-Lg. Cargo Liners - 4 $147.95 $129.95 $18.00

TechLiner™ MAP MAPP ShippingBlack Black Black

Short Bed $189.95 $164.95 $25.00

Medium Bed $199.95 $174.95 $25.00

Long Bed $219.95 $194.95 $25.00

Tailgate $68.95 $59.95 $9.00

Side Window Deflectors MAP MAPP Shipping Light/Dark Light/Dark Light/Dark

**Front Deflectors** $74.95 $59.95 $15.00

**Rear Deflectors** $55.00 $40.00 $15.00

**Front/Rear Deflectors** $114.95 $99.95 $15.00

** 7xxxx are light tinted / 8xxxx are dark**

Sunroof Wind Deflector MAP MAPP Shipping

Sunroof Wind Deflector $74.95 $59.95 $15.00

Easy-On™ Stone & Bug Deflector MAP MAPP Shipping 1 & 3 Piece $79.95 $59.95 $20.00

No-Drill™ MudFlap MAP MAPP Shipping Black Black Black

Front Pair Mud Flaps $39.95 $34.95 $5.00

Rear Pair MudFlaps $39.95 $34.95 $5.00

Pair Dually MudFlaps $74.95 $69.95 $5.00

Front and Rear MudFlaps Please see Note at Bottom

Billet Aluminum Plate Frame MAP MAPP ShippingBlack Frame $159.95 $149.95 $10.00

Clear Bright Silver Frame $159.95 $149.95 $10.00

Titanium Frame $159.95 $149.95 $10.00

Motorcycle Billet Aluminum Plate Frame MAP MAPP ShippingBlack Frame $129.95 $119.95 $10.00

Clear Bright Silver Frame $129.95 $119.95 $10.00

Titanium Frame $129.95 $119.95 $10.00

PlateFrame™ MAP MAPP Shipping License Plate Frame (Black) $24.95 $14.95 $10.00


ClearCover© MAP MAPP Shipping License Plate Cover (Black) $34.95 $24.95 $10.00

License Plate Cover (White/Black) $39.95 $29.95 $10.00

License Plate Cover (Red/Black) $39.95 $29.95 $10.00

License Plate Cover (Chrome) $39.95 $29.95 $10.00

License Plate Cover (Brushed Stainless) $39.95 $29.95 $10.00

License Plate Cover (Red) $39.95 $29.95 $10.00

License Plate Cover (Hot Pink) $39.95 $29.95 $10.00

License Plate Cover (Purple $39.95 $29.95 $10.00

License Plate Cover (Navy Blue) $39.95 $29.95 $10.00

License Plate Cover (White) $39.95 $29.95 $10.00

License Plate Cover (Kelly Green) $39.95 $29.95 $10.00

License Plate Cover (Orange) $39.95 $29.95 $10.00

License Plate Cover (Yellow) $39.95 $29.95 $10.00

License Plate Cover (Beluga Grey) $39.95 $29.95 $10.00

License Plate Cover (Golden Yellow) $39.95 $29.95 $10.00

License Plate Cover (Green) $39.95 $29.95 $10.00

License Plate Cover (Blue) $39.95 $29.95 $10.00

ClearFrame™ MAP MAPP Shipping ClearFrame™ (Black) $29.95 $19.95 $10.00

ClearFrame™ (White/Black) $34.95 $24.95 $10.00

ClearFrame™ (Red/Black) $34.95 $24.95 $10.00

ClearFrame™ (Chrome/Black) $34.95 $24.95 $10.00

ClearFrame™ (Brushed Stainless/Black) $34.95 $24.95 $10.00

ClearFrame™ (Red) $34.95 $24.95 $10.00

ClearFrame™ (Hot Pink) $34.95 $24.95 $10.00

ClearFrame™ (Purple) $34.95 $24.95 $10.00

ClearFrame™ (Navy Blue) $34.95 $24.95 $10.00

ClearFrame™ (White) $34.95 $24.95 $10.00

ClearFrame™ (Kelly Green) $34.95 $24.95 $10.00

ClearFrame™ (Orange) $34.95 $24.95 $10.00

ClearFrame™ (Yellow) $34.95 $24.95 $10.00

ClearFrame™ (Beluga Grey) $34.95 $24.95 $10.00

ClearFrame™ (Golden Yellow) $34.95 $24.95 $10.00

ClearFrame™ (Green) $34.95 $24.95 $10.00

ClearFrame™ (Blue) $34.95 $24.95 $10.00


TechCare™ MSRP ShippingGentle Car™ Shampoo $19.99 $12.00Acid-Free Wheel Cleaner $24.99 $12.00QuikTech™ Detailer with Carnauba Wax $24.99 $12.00Exterior Glass Cleaner with Repel $14.99 $12.00Interior Glass Cleaner with Anti-Fog $14.99 $12.00Tire Gloss with Cross-Link Action™ $24.99 $12.00FloorLiner™ and FloorMat Cleaner $24.99 $12.00FloorLiner™ and FloorMat Protector $24.99 $12.00Carpet Cleaner with SpotTech™ $19.99 $12.00Interior Detailer $14.99 $12.00Wax-Prep Clay Gel Cleaner $24.99 $12.00Carnauba Gel Wax $24.99 $12.00Leather Conditioner with Aloe Vera $24.99 $12.00Heavy Duty Wheel Cleaner $24.99 $12.00FloorLiner™ and FloorMat Cleaner/Protector Kit $24.99 $12.00FloorLiner™ and FloorMat Cleaner (15oz Bottle) $13.99 $12.00FloorLiner™ and FloorMat Protector (15oz Bottle) $13.99 $12.00Acid-Free Wheel Cleaner (15oz Bottle) $13.99 $12.00QuickTech™ Detailer with Carnauba Wax (15oz Bottle) $13.99 $12.00Exterior Glass Cleaner with Repel (15oz Bottle) $8.99 $12.00Interior Glass Cleaner with Anti-Fog (15oz Bottle) $8.99 $12.00Tire Gloss with Cross-Link Action™ (15oz Bottle) $13.99 $12.00Carpet Cleaner with SpotTech™ (15oz Bottle) $11.99 $12.00Interior Detailer (15oz Bottle) $8.99 $12.00Leather Conditioner with Aloe Vera (15oz Bottle) $13.99 $12.00Heavy Duty Wheel Cleaner (15oz Bottle) $13.99 $12.00TechCare™ Accessories MAP MAPP Shipping Microfiber Cleaning Cloth $17.99 $9.99 $8.00

Microfiber Finishing Cloth & Quick Detail $17.99 $9.99 $8.00

Microfiber Waffle Weave Drying Towel $24.99 $16.99 $8.00

Microfiber Application Pad $13.99 $5.99 $8.00

GritGuard® Washing System $81.95 $69.95 $12.00

RackSack™ MAP MAPP Shipping Rooftop Cargo Carrier $141.95 $129.95 $12.00

Pet Barrier MAP MAPP Shipping Tubular Pet Barrier $84.95 $69.95 $15.00

Extender / Extension $39.95 $24.95 $15.00

BatteryCharger MAP MAPP ShippingBatteryCharger $79.99 $69.99 $10.00

LampGard™ MAP MAPP Shipping Headlight Protection Kits $64.95 $54.95 $10.00

TechShade™ MAP MAPP Shipping TechShade™ $81.95 $69.95 $12.00


Indoor Custom Fit Car Cover MAP MAPP ShippingCars, Wagons & Most Limos - Size Code G1 $314.99 $299.99 $15.00

Cars, Wagons & Most Limos - Size Code G2 $384.99 $369.99 $15.00





Pickups, Vans & SUVs - Size Code T0 $394.99 $379.99 $15.00



Pickups, Vans & SUVs- Size Code T3 $614.99 $599.99 $15.00

Pickups, Vans & SUVs- Size Code T4 $714.99 $699.99 $15.00


Outdoor Custom Fit Car Cover MAP MAPP ShippingCars, Wagons & Most Limos - Size Code G1 $384.99 $369.99 $15.00












Gift Bag MAP MAPP ShippingGift Bag $37.95 $29.95 $4.00

Racing Apparel MAP MAPP ShippingShort Sleeve - 1 $25.00 $20.00 $5.00

Short Sleeve - 2 $25.00 $20.00 $5.00

Long Sleeve - 1 $30.00 $25.00 $5.00

Long Sleeve - 2 $30.00 $25.00 $5.00

Women's Charcoal - 1 $30.00 $25.00 $5.00

Hoodie - Size 1 $50.00 $45.00 $5.00

Polo $65.00 $60.00 $5.00

Hat - 1 $30.00 $25.00 $5.00

BumpStep™ MAP MAPP ShippingBumpStep™ $58.95 $49.95 $9.00

Billet BumpStep™ MAP MAPP ShippingBillet BumpStep™ $415.00 $399.00 $20.00


CargoTech™ MAP MAPP ShippingCargoTech™ $43.95 $34.95 $9.00

UnderLiner™ MAP MAPP ShippingSmall $94.95 $79.95 $15.00

Medium $104.95 $89.95 $15.00

Large $114.95 $99.95 $15.00

PetStep™ MAP MAPP ShippingGraphite Pet Step $219.95 $189.95 $30.00

Khaki Pet Step $219.95 $189.95 $30.00

Graphite Half Step $119.95 $89.95 $30.00

Legs $89.95 $59.95 $30.00

StarBelt™ MAP MAPP ShippingBelt $30.90 $24.95 $5.95

Buckle $12.90 $6.95 $5.95

Drink Coasters MAP MAPP ShippingDrink Coaster $13.95 $9.95 $4.00

TechFloor™ MAP MAPP Shipping12" x 12" Premium with TractionSquares® (must be ordered in quantities of 10)

$3.49 $3.49

12" x 12" Premium Flow-Thru with TractionSquares™ (must be ordered in quantities of 10)

$3.49 $3.49

12" x 12" Solid with Raised Squares (must be ordered in quantities of 10)

$2.99 $2.99

12" x 12" Solid Flow-Thru with Raised Squares (must be ordered in quantities of 10)

$2.99 $2.99

12" x 12" Smooth Surface (must be ordered in quantities of 10)

$2.99 $2.99

12" x 12" Smooth Surface Flow-Thru (must be ordered in quantities of 10)

$2.99 $2.99

6" x 6" Tile (must be ordered in quantities of 10) $2.49 $2.49

3" x 12" Tile (must be ordered in quantities of 10) $2.49 $2.49

3" x 3" Tile (4-pack) $7.96 $7.96

1 1/2" Trim Tile $2.19 $2.19

3/4" Trim Tile (must be ordered in quantities of 10) $1.99 $1.99

2" x 12" Beveled Edge (must be ordered in quantities of 10) $1.99 $1.99

2" x 6" Beveled Edge (4-pack) $7.16 $7.16

2" x 3" Beveled Edge (4-pack) $5.96 $5.96

Beveled Edge Outside Corner (4-pack) $7.96 $7.96

Beveled Edge Inside Corner (4-pack) $7.96 $7.96

3" x 12" Expansion Joint $4.99 $4.99

2" x 3" Beveled Edge Expansion Joint $2.99 $2.99

Expansion Joint Intersection $2.99 $2.99


MAP Notation Regarding Kits Front and Rear FloorLiner™ MAP To calculate add Front & Rear FloorLiners MAP together and subtract $15.00

Front and Rear All-Weather Floor Mat MAP To calculate add Front & Rear All-Weather Floor Mat MAP together and subtract $15.00

All Prices Subject to Change Without Notice

© 2014 by MacNeil IP LLC www.weathertechdirect.com 12/31/13

Documents

MacNeil Automotive Products, Limited Reseller Agreement