OMRON Minimum Advertised Price (MAP) Policy

OMRON Healthcare, Inc. (“OMRON”) is committed to working with retailers to develop the products and brands that it sells, and to maintaining the premium image of those products.  Because certain advertising practices can undermine OMRON’s trade reputation within the target consumer population and discourage retailers from investing in OMRON’s product lines and providing the best possible support to consumers, OMRON has adopted the following unilateral Minimum Advertised Price Policy (the “Policy”).  This Policy applies to all OMRON retailers in the United States of America.

1. Minimum Advertised Price. From time to time OMRON Healthcare Inc. will provide lists of its products to which this Policy applies (“Covered Products”) and the applicable Minimum Advertised Price for each. Products not specifically identified in those lists are not subject to this Policy. OMRON reserves the right to amend the lists of Covered Products in its sole discretion at any time.

While retailers remain free to advertise and sell all OMRON Products at any price they deem appropriate, it is a violation of this Policy for a retailer to advertise Covered Products at prices below the associated Minimum Advertised Prices.

This Policy applies only to the advertised prices of Covered Products. It does not apply to the prices at which any products are actually sold.

It is not a violation of this Policy to advertise prices that are higher than the Minimum Advertised Prices.

For purposes of this Policy, “advertising” and “advertisement” include all promotional or pricing information displayed to the general public via any type of media, including but not limited to print ads, mailings, catalogs, displays, commercials, Internet websites, and other Internet advertising.

Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this Policy.  The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information.  Pricing information in the “shopping cart” or “checkout” stages must be obscured technically so that it is not retrievable by shopping and pricing engines, and not displayed on search page results within the retailer’s own website.  Pricing information displayed in-store is also not considered “advertising” under this Policy.

Advertising product-specific coupons, retailer-provided rebates, product giveaways, “name-your-price,” and other promotional offers that have the effect of lowering an advertised price below the Minimum Advertised Price violate this Policy.

Direct and indirect attempts to circumvent this Policy also violate this Policy; however, it is not a violation to advertise that a customer may “call for price,” “text for price,” or “email for price” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.

2. Modification and Closeouts. OMRON Healthcare Inc. reserves the right to modify, suspend, or discontinue this Policy, in whole or in part, at any time. This Policy is not negotiable and will not be altered for any individual retailer. This Policy does not apply to products that OMRON Healthcare Inc. has identified as discount or closeout items in any published list.

From time to time, OMRON may announce MAP holidays or promotions that are applicable to all retailers, during which periods a retailer that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy.  OMRON will notify retailers of any such authorized promotions, generally not fewer than 30 days in advance.

3. Violations. This Policy is not an agreement with OMRON Healthcare Inc. Compliance is entirely voluntary. OMRON neither solicits nor will it accept any assurance of compliance with this Policy from any retailer or other party. Each retailer must independently choose whether to comply with the terms of this Policy.

OMRON Healthcare Inc. reserves the rights, if this Policy is violated, to reduce or terminate benefits that OMRON Healthcare Inc. provides to the violator (including but not limited to promotions and advertising credits) or, in its discretion, to suspend or terminate its business relationship with the violator.

OMRON will take the following actions against any retailer that fails to comply with this Policy with respect to the advertisement of any Covered Product:

1. For a retailer’s first violation of the Policy, OMRON will notify the retailer in writing of such failure and will stop shipments of the SKU or SKUs for which the violation occurred for fourteen (14) days. OMRON will revoke its acceptance of any pending orders, cancel any pending shipments to the retailer, and not accept any new orders from the retailer for these SKUs during this 14-day period.
2. For a retailer’s second violation of the Policy, OMRON will notify the retailer in writing of such failure and will stop shipments of the SKU or SKUs for which the violation occurred for thirty (30) days. OMRON will revoke its acceptance of any pending orders, cancel any pending shipments to the retailer, and not accept any new orders from the retailer for these SKUs during this 30-day period.
3. For a retailer’s third violation of the Policy, OMRON will notify the retailer in writing of such failure and will stop shipments of the SKU or SKUs for which the violation occurred for ninety (90) days. OMRON will revoke its acceptance of any pending orders, cancel any pending shipments to the retailer, and not accept any new orders from the retailer for these SKUs during this 90-day period.
4. For a retailer’s fourth violation of the Policy, OMRON will notify the retailer in writing of such failure and will stop shipments of the SKU or SKUs for which the violation occurred for twelve (12) months. OMRON will revoke its acceptance of any pending orders, cancel any pending shipments to the retailer, and not accept any new orders from the retailer for these SKUs during this 12-month period.

The Policy will be enforced by OMRON in its sole discretion and without notice.  Retailers have no right to enforce the Policy.

4. Questions Regarding the Policy. If you have questions about this Policy, please send an e-mail to OMRON’s MAP Policy Administrator at [email protected]. No OMRON employee or agent, including a retailer’s sales representative, is authorized to modify, interpret, or grant exceptions to this Policy; solicit or obtain the agreement of any person to this Policy; or otherwise discuss any aspect of this Policy with any retailer, including that retailer’s or any other retailer’s compliance with the terms of the Policy.

5. Effective Date. This Policy is effective October 1, 2019, and supersedes all prior OMRON policies and/or representations regarding minimum advertised prices or resale prices for OMRON Products applicable to any retailer. To the extent that any provision, term, or agreement governing the relationship between OMRON and any retailer may be construed in a manner that is inconsistent with the terms of this Policy, the terms of this Policy control.