General Terms & Conditions

Payment: Sullivans accepts Mastercard, Visa, Discover, and American Express. Please have your credit card number and expiration date available when ordering. New dealers are required to complete a credit application and submit a initial order or $1,500 to open a account with Sullivans Inc.

Sullivans' Free Freight/Low Price Policy: Next Day, Second Day and Three Day deliveries are available at an extra charge. All freight charges are based on FOB Hanson Massachusetts, Bessemer Alabama and Reno Nevada. Any account that is 60 days or more past due is ineligible to receive free freight or low price.

Free Freight & Low Price Policies: Meet one of the 2 options listed; 1) Total purchases from the previous 365 days are $20,000 or above will receive free freight & low pricing. 2) Any individual order over $600.00 net will receive free freight & low pricing.

Qualified shipments to; Hawaii, Alaska, Puerto Rico and all U.S. Territories outside of the continental United States will receive a 10% discount on ordered products and 50% off UPS freight charges.

Drop Ship Policy: Drop ship fees are applied to all drop ship orders within the continental United States. Drop ship is not available for the following; Hawaii, Alaska, Puerto Rico, all U.S. territories outside of the continental United States or foreign countries.

Sullivans' Pricing Policy: All pricing is subject to change without notice. Sales of most products distributed by Sullivans, Inc. are governed by MAP policies. Please ask your Sullivans sales representative for copies of all MAP policies. All orders of $50.00 or less to any destination will have a $7.50 processing charge.

Sullivans' Open Account Policy: Open account status may be applied for by submitting a completed credit application. We do not allow credit card payments to be made on open account monthly statement balances. Complete details of our General Terms and Conditions are subject to change without notice, please contact Sullivans for complete details.

Catalog: Catalog product pricing, descriptions, images and availability are subject to change without notice. MSRP's listed in our catalogs are supplied for reference only. Please refer to our website or call for the most current pricing information.

Warranties, Exchanges, Credits, and Returns

General: All returns must include a new order with a shippable total dollar value of at least twice the amount of the return. For example if a dealer wishes to return an authorized return under the guidelines stated below of products totaling $500 they must place an order for $1,000. Before any consideration for a return can be made it must be verified that the goods were sold by Sullivans. Do not assume that they were. In the case of helmets make sure the code inside the helmet is labeled SI. This designates it as being a helmet sold by Sullivans, Inc.. In selected instances it may be possible for the dealer to make a needed repair or adjustment himself thereby eliminating the need for a return. In this case we will be happy to supply the replacement parts to him at no charge. This option should be considered and explored first whenever feasible. Authorized returns in accordance with the guidelines below will be subject to the following restocking fees. If a dealer's running 365 day return rate is greater than 6% of the dealer's average 365 day sales, they will be charged a 20% re-stocking no matter how many days from purchase date. We reserve the right to charge a 10% restocking fee on all authorized returns of non defective goods. If customers return goods between 181-270 Days (A 20% restocking fee will apply). If customers return goods between 271-364 Days (A 30% restocking fee will apply) No returns can be made of products sold over 365 days ago. Goods returned to satisfy delinquent accounts will be charged a 20% restocking fee.

Guidelines: 1) No goods are to be returned without an RGA#. Any goods returned without an authorized RGA# will be returned to the dealer at the dealer's cost. 2) No RGA# will be issued without a RGA# form being completed and submitted. The RGA must include a complete list of all products the dealer wishes to return and the reason for the return. This will provide us with the paperwork and reason for the return, information we need and the manufacturer may need. Any items that have been returned that are not on the RGA will be returned to the dealer at the dealer's expense. 3) RGA#s are conditional only. The issuance of an RGA# does not automatically assure that a credit will be issued or that an exchange will be made. In the case of a return due to a damage or defective claim an evaluation will be made as to the validity of the claim once the product is received at Sullivans. Sullivans reserves the right to determine the validity of the claim and to decide to repair the product if this is an option, replace the product in question, issue a credit, or return the product to the customer. 4) RGA #s are only good for 30 days. 5) Warranted products will be covered according to the terms of the manufacturer's warranty. 6) All goods being returned in accordance with policy guidelines must be returned prepaid in the original packaging. This includes internal and external packaging. The packaging must be in a condition that allows for reuse. 7) When a credit is issued it will be issued within 30 days of receiving the goods. This will allow us time to conduct an internal evaluation, and if appropriate, issue the credit. Exchanges will be made within 15 days. 8) Under no conditions are goods to be picked up from one dealer and delivered to another. 9) Claims of damaged goods, shortages, overages, errors, and any discrepancies must be reported within 7 days of shipment to be considered for an adjustment. 10) Close-out or sale items may not be returned. 11) Limited Edition products may not be returned. 12) Snow clothing and snow boots may not be returned. 13) In all cases a merchandise credit only will be issued. In no case will a cash refund be made.

Updated July 2nd 2015

MAP POLICIES

HJC AMERICA, INC.

511 S. Harbor Blvd. #V • La Habra • CA • 90631 • (Tel) 562.407.2186 • (Fax) 562.802.7706

MINIMUM ADVERTISED PRICE POLICY

FOR HJC PRODUCTS (EFFECTIVE September 1, 2015)

1. Introduction. HJC America, Inc. ("HJC") is committed to maintaining the superior quality and integrity of its line of motorcycle helmets and related products and accessories ("HJC Products"). HJC has developed the following minimum advertised price ("MAP") policy for its Dealers in order to promote advertising practices that preserve and enhance the reputation of HJC Products for superior quality, and thereby encourage the long term success of HJC and its distribution network. The policy will become effective September 1, 2015, and its terms supersede and replace any and all prior advertising policies distributed by or on behalf of HJC.

2. Minimum Advertised Price. The MAP is defined as 0% off HJC's current manufacturer's suggested retail price (“MSRP”). A copy of the current MSRP is attached to this policy. This policy prohibits all Dealers of HJC Products (“Dealers”) from advertising any HJC Product to which this policy applies at a price which is less than the minimum advertised price as established and/or modified by HJC, which it may do at any time in its sole discretion.

3. Scope of Policy. To the maximum extent permitted by law, this MAP Policy applies to all current HJC Products advertised for sale by its Dealers in any media, including the Internet, television, radio, telephone, and print media, and in any form including, for purposes of example only, flyers, posters, coupons, mailers, brochures, inserts, handbills, billboards, circulars, newspapers, magazines, catalogs, email, text message or facsimile transmissions, T.V. or radio commercials, all forms of Internet advertising including website display ads (for example, banner ads, pop-ups, popunders, floating ads, expanding ads, trick banners, interstitial ads, etc.), text-based hyperlinks, social media advertising (for example, advertising on Internet forums or social media sites such as Facebook, Twitter or LinkedIn, etc.), online auctions, advertisements or solicitations by email, text or instant messaging, and public signage other than signage posted within Dealers’ physical (brick-and-mortar) retail store location(s) and which is not visible from the outside such as through a window or other means.

Price advertising displayed in response to website features such as “Click for price”, “click -through” banner ads, automated “bounce – back” pricing e -mails, “mouse over” displays, pre-formatted e-mail, text or instant messages, or similar “automatic” price advertising, including advertising generated in response to placement of any HJC Product into an internet “Shopping Cart,” clicking on a “Check -out” website link, or similar act, are all considered to be communications initiated by the Dealer (rather than by the customer) and constitute “advertising” that violates this MAP Policy if it includes below MAP pricing.

Similarly, use of e-commerce services such as Google Shopping, Price Grabber and Next Tag that result in advertised pricing below MAP is also covered by this policy and is not permitted. The Dealer is responsible for monitoring and eliminating such pricing, and Dealers that fail to do so are subject to penalties as stated in Paragraph 5 below. This policy applies strictly to advertised prices. It does not create minimum resale prices or in any way restrict the Dealer's ability to determine its own resale prices. Moreover, the policy is not intended to prohibit any Dealer from providing below MAP quotations on an individual basis in response to a specific request for quotation by an individual customer; provided such response is not automated and is given by person-to-person communication. “Person -to-person communication” means verbal and non-automated communications with a customer by telephone or in the Dealer’s store. Dealers may indicate on their websites that customers may contact the Dealer directly for a price quotation. However, advertised inducements suggesting that prices below MAP are or may be available violate the policy. Examples of such inducements include, but are not limited to the following:

• “For best prices on this helmet, visit our store.”

• “Call (or email) us for lowest prices.”

• “This price too low to advertise.”

• “Click here (or mouse over) for best price.”

4. Administration of MAP Policy. This is a unilateral policy and it will be administered and enforced by HJC in its sole discretion. “Unilateral” means one-sided, independent and/or by itself. In the context of HJC’s MAP policy, this means there is no agreement, side agreement or any mutual decision between a Dealer and HJC to resell, market and/or advertise at any price. Each Dealer must independently and unilaterally set its own pricing.

The MAP for any HJC Product will be determined by HJC and communicated to Dealers by HJC by Internet, email and/or in writing from time to time. No external complaints or reports concerning this policy are solicited by HJC, nor will any such external complaints or reports be used by HJC as a basis for enforcement of the policy. No employee or representative of HJC will discuss or negotiate this policy with individual Dealers, other than to advise Dealers regarding the administration of the policy. Questions regarding the policy should be directed to HJC via email at info@hjchelmets.com.

HJC may engage in monitoring of advertised prices of HJC Products to which this policy applies, either directly or via the use of third parties. Third parties retained by HJC may engage in monitoring of Dealer advertisements and website advertising including, but not limited to, review of advertised prices.

5. Violation of MAP Policy. While Dealers have the complete freedom to resell HJC Products at any price and to advertise HJC Products in any manner that they choose (subject to the terms and conditions of the HJC Authorized Dealer Agreement), if HJC verifies that a Dealer is advertising HJC Products below the MAP or is otherwise violating this policy, HJC will impose the following penalties:

• Upon the first violation, HJC will issue a written notice of violation to the Dealer and will give the Dealer an opportunity to remove from publication (including Internet) any price advertising that violates this policy.

• Upon a second violation, a second written notice will be issued, and the Dealer's right to purchase HJC products will automatically be suspended for a period of 60 days after the date of second notice.

• Upon a third violation, a third written notice will be issued and, in HJC's sole discretion, the Dealer's right to purchase HJC products will automatically be suspended for a period to be determined by HJC or the Dealer's HJC Authorized Dealer Agreement will be terminated.

Separate violations will be deemed to have occurred if a violation continues after HJC has issued a notice of violation to a Dealer (e.g., the same offending advertisement runs on multiple occasions or in different media). The preceding enforcement measures are necessary to protect HJC's reputation and the integrity of its products.

6. Intentional Violations. Intentional failure to abide by this MAP Policy will result in sanctions unilaterally imposed by HJC. The level of sanctions will be determined by HJC in its sole discretion. HJC does not intend to do business with Dealers who degrade the image of HJC and its products. In the event of an intentional violation, HJC may choose to, but need not provide prior notice or issue warnings before terminating a Dealers’ HJC Authorized Dealer Agreement or taking any other action under this MAP Policy.

7. Other Violations. The following practices will also be treated as violations of the policy, on the basis that they violate the spirit of the policy and may be used to circumvent the policy:

• The use of any rebate, discount, coupon, promotion, giveaway or incentive in any advertising by a Dealer where the cumulative effect is to reduce the advertised price of any HJC Product below its MAP.

• The use of "click on," or "click through" buttons on a website, or any similar buttons or automated price quotation transmission feature to provide automatic price quotations at below the MAP for any HJC Product.

• Any activity which HJC determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy.

8. Dealers with Multiple Locations or Outlets. For Dealers with multiple store locations or sale outlets (e.g., multiple brick-and-mortar locations, brick-and-mortar locations plus one or more Internet outlets, multiple Internet outlets, etc.) a violation of this policy by any one store location or sale outlets shall be considered a violation by the entire dealership.

9. Dealers Selling Through Websites. A Dealer may market, advertise or sell HJC brand products to end-user retail customers through one or more websites, including (but not limited to) auction websites as eBay or Amazon (hereafter referred to as “Other Websites), either under its HJC Authorized Dealer name or a different name, provided that:

• The Dealer first informs HJC in writing of its intent to begin marketing, advertising, and selling HJC Products over the Internet and provides HJC with (a) the name of each website with which it is or intends to become affiliated or through which it intends to advertise, market or sell HJC Products, and (b) the name or names under which it will be conducting business on these websites;

• Such sales are made by the Dealer to directly to end-user retail customers only, and not for resale by any other party including an auction website, including by way of example and not limitation, by Ebay or Amazon, and;

• Such sales otherwise comply with the terms of the Dealer’s HJC Authorized Dealer Agreement and this MAP policy;

For Dealers who are already marketing, advertising and selling HJC Products though Internet websites, the above information must be provided no later than the 30th day following announcement of this updated MAP policy.

In the event that a dealer elects to market, advertise or sell HJC Products on or through one or more Other Websites, this MAP policy shall apply with equal force to all advertising of HJC Products thereon.

In the event that an Other Website is owned (directly or indirectly or in whole or in part) by an authorized HJC Dealer or by one or more of its principals or his, her or their family members, the use of a name for such Other Website other than the HJC Authorized Dealer name (or an alternate name provided to HJC in writing as required above) shall be deemed conclusive evidence of an effort to circumvent the provisions of this MAP policy, for which HJC may terminate such Dealer’s HJC Authorized Dealer status by notice to such Dealer without first or second warnings.

In the event that there is no commonality of ownership (directly or indirectly or in whole or in part) between the Dealer and the Other Website, but the Dealer is selling products to such Other Website (directly or on a consignment or similar basis), then the Dealer is in violation of its HJC Authorized Dealer Agreement which prohibits, among other things, sales of HJC products by the Dealer to anyone other than a retail end-user customer. Violation of the HJC Authorized Dealer Agreement by a Dealer selling to or providing any HJC product to any such Other Website is a material breach of such agreement, for which HJC may terminate such Dealer’s HJC Authorized Dealer status by notice to such Dealer without first or second warnings.

10. Current Products Only. This policy shall apply only to current products and shall not apply to any non-current, close-out or discontinued HJC products. The determination as to whether a product is no longer current, or is a close-out or discontinued product, shall be made by HJC in its sole discretion. All HJC products shall be deemed current products as described in HJC's website or other official materials from HJC.

11. Amendments. HJC reserves the right to amend or cancel this policy and/or its minimum advertised prices at any time upon prior written notice to Dealers. Amendments to the policy will not apply to any Dealer advertising that has already been prepared and is scheduled for delivery within 30 days after the date that HJC gives the Dealer notice of the amendment. Otherwise, Dealers are responsible for observing the current version of this policy as well as the current MAP pricing.

SULLIVANS, INC.

• 121 Franklin Street • P.O. Box 598 • Hanson Ma. 02341 • Tel: (800) 343-5984 • Fax: (781) 294-8333

MINIMUM ADVERTISED PRICE POLICY

FOR JOE ROCKET, POWER TRIP, AND RAPID TRANSIT PRODUCTS (EFFECTIVE July 15th, 2013)

1. Sullivans, Inc. (“Sullivans”) is engaged in the sale and distribution of numerous products bearing trademarks or trade names, “Joe Rocket®” and “Power Trip™ and Rapid Transit™ ”. It is Sullivans’ policy that no unauthorized use of any of the foregoing trademarks or trade names, or any images, designs or likenesses thereof shall be permitted.

2. The following definitions shall be applicable:

a. The term “Dealer” shall mean any dealer or reseller, which is a customer of Sullivans for the resale of Joe Rocket® and/or Power Trip™ and Rapid Transit™ products.

b. The term “Minimum Retail Price” is defined herein as “10% off the then Current Sullivans suggested manufacturer’s retail price MSRP.”

c. The term “advertisement” or “advertising” shall mean any advertisement, announcement, Information, publication or notice given or made by a Dealer in connection with solicitation of business for sales of Joe Rocket® or Power Trip™ or Rapid Transit ™ products, in whatever medium now known, hereafter developed or which becomes known, including print, radio, telegram, television, handbill, catalog, letter, electronic media, telecommunication, Internet or online auction (including, but not limited to eBay.com, Amazon .com, Buy.com, Sears.com or any similar third party sites). With respect to advertising and/or sales made via the Internet or other method, the entire website, including any “shopping cart” or like website item depository, is part of the advertisement and/or sale.

3. Sullivans reserves the right, in its sole and absolute discretion, to refuse to sell to and to terminate any Dealer’s authorization to advertise and/or sell Joe Rocket® and/or Power Trip™ or Rapid Transit™ products who advertises and/or sells any such products at below the Minimum Retail Price suggested by Sullivans, as defined in Section 2(b) hereinabove, regardless of the mode or manner of such advertising and/or sale (e.g., retail outlet, catalog, or online).

4. Sullivans also reserves the right, in its sole and absolute discretion, to refuse to sell or to terminate any Dealer’s authorization to advertise or sell Joe Rocket® and/or Power Trip™ or Rapid Transit ™ products, who engages in any other practice resulting in the advertising, pricing or selling of such products at less than the Minimum Retail Price, including, but not limited to the use of rebates, free promotional items or giveaways, coupons, or such other practices which have the affect of reducing the price of any product below the Minimum Retail Price.

5. This Policy shall apply only to current products and shall not apply to any close out, non-current or discontinued Joe Rocket® or Power Trip™ or Rapid Transit ™ products, as shall be determined by Sullivans in its sole and absolute discretion. Unless otherwise stated on Sullivans’ invoice, all invoices for Joe Rocket® or Power Trip™ or Rapid Transit ™ products shall be for current products.

6. Sullivans’ policy with respect to the sale of Joe Rocket® or Power Trip™ or Rapid Transit ™ products is that any Dealer purchasing same does so for resale to retail customers and not to other resellers. Dealers are not licensed to sell Joe Rocket® or Power Trip™ or Rapid Transit™ products directly to Ebay.com, Buy.com, Amazon.com, Sears.com or any similar third party sites.

7. Any dealer using a third party site such as, but not limited to, Ebay.com, Amazon.com, Sears.com, Buy.com, to sell products through must comply with all applicable sections of the Advertising Policy including, but not limited, to Section 2(b).

8. In the event that any Dealer desires to sell any such products to another reseller, it shall first obtain advance written approval from Sullivan’s.

9. No dealer may use terms such as “email for best price”, “call for best price”, or “we match any price” in association with any Joe Rocket® or Power Trip™ or Rapid Transit ™ products. These type of phrases imply the price will be below the Minimum Retail Price as outlined in section 2b and therefore are a violation of the Advertising Policy.

10. Joe Rocket® or Power Trip™ or Rapid Transit™ products are not to be included in any general discount promotions including, but not limited, to discount coupons. Not specifically excluding Joe Rocket® or Powertrip™ or Rapid Transit™ products from such promotions is a violation of this advertising policy.

11. All Joe Rocket® or Power Trip™ or Rapid Transit™ products that are advertised must contain a reference to the Sullivans suggested retail price for that product. It is the responsibility of the dealer to check and maintain the correct pricing at all times.

12. Sullivans reserves the right, in its sole and absolute discretion, to modify or amend this policy, at any time and from time to time.

13. The foregoing policy shall be effective as of July 01, 2013.









© SULLIVANS INC. ALL RIGHTS RESERVED

Developed by The Integrated Solution Group, Inc.