Minimum Advertised Price Policy

1PURPOSE AND UNILATERAL NATURE

1.1 Autool USA, Inc. (“Autool”) publishes this Minimum Advertised Price Policy (the “Policy”) to protect the value of the AUTOOL brand, to support

resellers who invest in demonstration equipment, technician training and support service, and to keep the presentation of Autool Products

consistent across the market.

1.2 THIS POLICY IS ADOPTED AND PUBLISHED UNILATERALLY BY AUTOOL. IT IS NOT AN AGREEMENT, A CONTRACT, OR A NEGOTIATED

TERM. AUTOOL DOES NOT SEEK, REQUEST OR ACCEPT ANY AGREEMENT, ASSURANCE, PROMISE OR UNDERTAKING FROM ANY RESELLER

CONCERNING THE PRICE AT WHICH IT ADVERTISES OR SELLS AUTOOL PRODUCTS. NO RESELLER IS ASKED TO SIGN THIS POLICY AND

AUTOOL WILL NOT ACCEPT A SIGNED COPY.

1.3 Autool alone decides with whom it does business. Autool reserves the unilateral right to decline orders from, suspend shipments to, or

discontinue supply to any reseller whose advertising does not conform to this Policy, and will exercise that right in its sole discretion.

1.4 This Policy is published so that every reseller has advance notice of how Autool will exercise that discretion. Advance notice is the whole

purpose of publication.

2DEFINITIONS

TERM MEANING

MSRP The manufacturer's suggested retail price for a Product, as published by Autool from time to time. MSRP is a

reference price only and is not used to calculate MAP.

MAP The Minimum Advertised Price for a Product, as stated in the MAP Price Schedule.

MAP Price Schedule The Autool-issued schedule of MSRP and MAP by item number, distributed separately in Excel format and updated

from time to time. It is the only source of a MAP figure.

Product Any Autool-branded item listed in the MAP Price Schedule with a MAP figure against it.

Reseller Any person or entity that offers Autool Products for resale in the United States, whether it buys from Autool directly

or from an Autool distributor.

Advertised Price Any price for a Product communicated to the public, in any medium, as further described in Section 5.

Authorized Channel A sales channel approved in writing by Autool under Schedule B of AU-LEG-DA-01.

3SCOPE

what is in and what is out

3.1 This Policy applies to the advertising of every Product listed in the MAP Price Schedule, in the United States, by any Reseller at any tier of

distribution. It applies to a Reseller that purchases from an Autool distributor in the same way it applies to a Reseller that purchases from Autool.

3.2 It applies to advertising in any medium and in any language.

3.3 It does not apply to: (a) advertising directed exclusively outside the United States; (b) the clearance of a discontinued item where Autool has

issued written closeout authorization naming the item and the period; or (c) an authorized promotional period under Section 9.

3.4 Items with no MAP. An item that is not listed in the current MAP Price Schedule, or is listed with no MAP figure against it, is outside this

Policy. No MAP applies to it and no conformance step under Section 11 can be engaged in respect of it. The absence of a MAP is not a

promotional allowance and is not permission to represent the item as discounted by Autool.

3.5 The Schedule is the only test. Whether an item has a MAP is answered by looking it up in the current Schedule and nowhere else. No

category of product is permanently outside this Policy. Categories that carried no MAP in an earlier revision — vehicle lifts, tire service

equipment and wheel alignment among them — now do. Do not rely on a category, on a previous Schedule, or on what was true at a previous

revision.

4THE MINIMUM ADVERTISED PRICE

per item — the Schedule is the only source

4.1 The MAP for each Product is stated in the MAP Price Schedule. The Schedule controls. Where this Policy and the Schedule differ on a

figure, the Schedule governs.

4.2 MAP IS SET PER ITEM. IT IS NOT A FIXED PERCENTAGE OF MSRP, AND THE RELATIONSHIP BETWEEN MSRP AND MAP DIFFERS FROM ITEM

TO ITEM. THE SINGLE-PERCENTAGE RULE STATED IN REVISION A OF THIS POLICY IS WITHDRAWN.

4.3 No Reseller may advertise, display, publish or otherwise communicate to the public a price for a Product below its MAP.

4.4 MAP applies to the price of the Product alone. Shipping, delivery, installation, training and taxes are stated separately and do not form part of

the Advertised Price, provided they are not used as a device under Section 6.

4.5 Where a Product is advertised as part of a bundle, kit or package, the advertised price of that bundle must be no less than the sum of the

MAP of each Autool Product in it, plus the ordinary advertised price of any non-Autool item included.

4.6 Do not derive a MAP. A Reseller may not calculate, estimate or infer a MAP by applying any percentage or formula to MSRP, to a prior MAP,

to a cost, or to another item's MAP. If an item number does not appear in the current Schedule with a MAP against it, there is no MAP for that item

and Section 3.4 applies. Questions about which figure applies to which item number go to the address in Section 15.

4.7 Schedule version control. Every MAP Price Schedule carries a version code and an effective date on its face. Only the most recent

version in force applies. A superseded version must not be used to price, to quote, to build a listing, or to answer a conformance notice. If you hold

two versions, the later effective date governs; if you are unsure which version is current, ask at the address in Section 15 before you publish a

price.

Why this changed in Rev. B

Revision A stated that MAP was MSRP less twenty percent. Across the current Schedule the relationship between MSRP and MAP ranges from

5% to 33% and is not 20% on most items. A single percentage in the Policy therefore contradicted the Schedule, and Section 4.1 already makes the

Schedule the controlling document. The percentage is withdrawn rather than restated, so that a MAP can only ever be read from the Schedule.

5WHAT CONSTITUTES ADVERTISING

5.1 Advertising includes any public communication of a price, whether or not a sale results. It includes, without limitation:

website product pages, category pages, landing pages and search results;

cart, basket and checkout pages that can be reached without an account or login;

online marketplaces, auction sites, aggregators and price-comparison services;

paid search, shopping feeds, retargeting and display advertising;

social media posts, stories, live streams and marketplace listings;

email, SMS and push campaigns;

print catalogs, flyers, mailers, inserts and counter cards;

trade-show signage, booth displays and demonstration pricing shown to attendees;

broadcast, streaming and podcast advertising; and

any price list distributed to end users rather than to a defined trade account.

5.2 The following are not advertising and are not restricted by this Policy: a price quoted in a written quotation addressed to an identified

customer; a price given by telephone, by email to an individual inquiry, or in person; and a price shown only inside a password-protected account

area that is not open to the public.

6PROHIBITED DISCOUNT DEVICES

6.1 A Reseller may not arrive at a publicly displayed net price below MAP by indirect means. The following are prohibited where the effect is a

publicly visible figure below MAP:

coupons, promotional codes or cart-level discounts that apply without a login;

rebates, gift cards, store credit or loyalty awards presented alongside the price as a reduction;

free or discounted shipping presented as a price reduction, or shipping credited against the Product price;

bundling with another product or service so that the combined advertised figure falls below the Section 4.5 minimum;

“was / now”, strike-through or reference pricing that displays a figure below MAP;

percentage-off or dollar-off statements that resolve to a figure below MAP; and

flash, countdown, door-buster or clearance displays showing a figure below MAP.

6.2 Displaying MAP and inviting the customer to call, email or add the item to a cart for a lower price is permitted, provided no figure below MAP

is displayed publicly.

7WHAT THIS POLICY DOES NOT RESTRICT

read this section carefully

7.1 EVERY RESELLER REMAINS ENTIRELY FREE TO SELL AUTOOL PRODUCTS AT ANY PRICE IT CHOOSES, INCLUDING A PRICE BELOW MAP.

THIS POLICY GOVERNS ADVERTISING ONLY. AUTOOL DOES NOT SET, SUGGEST, CONTROL, OR SEEK TO INFLUENCE THE ACTUAL PRICE AT

WHICH ANY RESELLER SELLS A PRODUCT, AND NOTHING IN THIS POLICY SHOULD BE READ AS DOING SO.

7.2 Autool does not restrict the customers a Reseller may sell to, the territory in which it may sell, or the margin it may take, except as separately

agreed in AU-LEG-DA-01 in respect of authorized channels.

8ONLINE MARKETPLACES AND THIRD-PARTY PLATFORMS

8.1 Listing a Product on any online marketplace requires prior written authorization under Schedule B of AU-LEG-DA-01. This Policy does not

grant marketplace permission.

8.2 A Reseller is responsible for the advertised price under every storefront, seller name, brand name or account it controls or supplies, and for

prices produced by any automated repricing tool it uses.

8.3 Repricing tools must be configured with MAP as a hard floor. A price set by a Reseller's own tool is the Reseller's price.

8.4 Where a marketplace unilaterally lowers a displayed price without the Reseller's instruction, the Reseller must notify Autool within twenty-four

(24) hours and take reasonable steps to have the display restored. Autool will not treat a genuine, promptly reported marketplace-imposed

reduction as non-conformance.

8.5 Listings under another brand name. A Product listed under a brand name other than AUTOOL is still a Product. The MAP for the item

number applies however the listing is titled, and Section 8.5 of AU-LEG-DA-01 separately prohibits listing Autool Products under any other brand.

9AUTHORIZED PROMOTIONAL PERIODS

written notice only

9.1 Autool may publish a temporary promotional MAP for named Products and defined dates. Only a written notice issued by Autool, naming

the Products, the promotional MAP and the exact start and end dates, creates an exception to Section 4.

9.2 A promotional MAP applies to every Reseller equally for its stated period, and reverts automatically at the end of that period.

9.3 No verbal approval, sales-representative assurance or informal message creates an exception.

10MONITORING

10.1 Autool monitors the public advertising of its Products, directly and through third-party monitoring services, and records dated evidence of

what it observes.

10.2 Autool acts on its own observations and its own judgment. Autool may receive information from any source, but it does not act at the

request or direction of any Reseller, and no Reseller has any right to require Autool to act in respect of another Reseller.

10.3 Re-check after a Schedule change. A change to the MAP Price Schedule can put a listing that was conforming below the new MAP. Autool

re-checks the channel after each Schedule change and, where a listing falls below a MAP that has just risen, the first step is a written notice

and the cure period runs from that notice — not from the earlier listing date.

11CONSEQUENCES OF NON-CONFORMANCE

applied uniformly

11.1 Where Autool observes an advertisement below MAP, it applies the following steps. Occurrences are counted over a rolling twelve (12)

month period.

STEP TRIGGER AUTOOL ACTION

1 First occurrence Written notice identifying the listing. Twenty-four (24) hours to bring the advertisement

into conformance.

2 Not corrected within the cure period, or second Shipments suspended for thirty (30) days. Drop-ship and marketplace fulfillment

occurrence withdrawn for the same period.

3 Third occurrence Authorized status withdrawn. Open orders cancelled. Listings to be removed within five

(5) business days.

11.2 Autool applies these steps uniformly across all Resellers. Autool does not negotiate the steps and does not accept an undertaking about

future pricing in place of a step.

11.3 Autool may decline any single order at any time for any reason, whether or not the ladder has been engaged.

11.4 WITHDRAWAL OF SUPPLY OR OF AUTHORIZED STATUS UNDER THIS SECTION IS A UNILATERAL DECISION BY AUTOOL TO STOP SELLING.

IT IS NOT A PENALTY, A LIQUIDATED SUM, A DAMAGES CLAIM, OR A TERM OF ANY AGREEMENT, AND IT CREATES NO OBLIGATION ON ANY

RESELLER TO ADVERTISE AT ANY PARTICULAR PRICE.

12NO NEGOTIATION, NO WAIVER, NO AGREEMENT

12.1 Autool will not discuss, negotiate, or accept comment on the terms of this Policy. Correspondence proposing changes to it will not be

answered on the merits. Questions about which figure applies to which item number are welcome; proposals about the figures are not.

12.2 A decision by Autool not to act in any instance is not a waiver, sets no precedent, and creates no right in any Reseller.

12.3 Nothing in this Policy is an offer capable of acceptance. Continuing to purchase Products after receiving this Policy is not acceptance

of it, and creates no agreement about price.

12.4 If any provision of this Policy would be unlawful in a particular jurisdiction, that provision does not apply there and the remainder continues in

effect.

13AUTOOL'S OWN PRICING

confirmed in Rev. B

13.1 Autool sells Products directly through autoolusa.com and its own authorized channels.

13.2 Autool does not advertise any Product below its MAP on its own channels. This applies to autoolusa.com, to every Autool marketplace

storefront, and to Autool's own advertising in any medium listed in Section 5. Autool sets its own advertised prices independently and at or above

MAP; it does not thereby agree with any Reseller as to price.

13.3 Direct clearance. Where Autool clears a discontinued item below MAP, it does so under Section 3.3(b) by written closeout authorization, and

it quotes rather than advertises the clearance price. A clearance figure below MAP is not displayed publicly.

Rev. A left this section as an open commercial decision. It is confirmed in Rev. B. The reason is practical as well as legal: a policy the publisher does not follow is the

first thing a non-conforming reseller points at.

14AMENDMENT AND EFFECTIVE DATE

14.1 This Policy takes effect on 1 October 2026. It is issued together with MAP Price Schedule version S-2026-09-23, which takes effect on the

same date.

14.2 Autool may amend, replace or withdraw this Policy at any time on thirty (30) days written notice. An amended Policy applies to advertising

from its effective date.

14.3 Changes to the MAP Price Schedule are notified separately. Where a Reseller's supply arrangement with Autool requires a longer

notice period for price changes, that longer period applies to changes in the MAP Price Schedule for that Reseller.

14.4 This Policy supersedes all prior Autool statements about advertised pricing, including Revisions A and B of this Policy and the MSRP-

less-20% rule stated in Revision A. Section 7 of AU-LEG-DA-01 is to be read consistently with this Policy; to the extent that Section would create

a bilateral obligation about advertised price, this Policy governs and that obligation is not enforced.

15CONTACT

Questions about which MAP applies to which item number: [email protected]. Please read Section 12.1 first. Reports of a marketplace-

imposed price reduction under Section 8.4 go to the same address, within twenty-four (24) hours.

AUTOOL USA, INC. · 25551 Whitesell Street, Hayward, CA 94545 · autoolusa.com