MINIMUM ADVERTISED PRICE POLICY

Effective Date:  September 21, 2026

A.  Introduction

This Minimum Advertised Price Policy (“Policy”) establishes minimum advertising prices (“MAPs”) for Covered Kirby Products sold by Kirby Opco, LLC, d/b/a The Kirby Company (the “Company”) to its network of dealers, retailers, service centers, and other resellers (collectively, “Customers”). Customers must ensure their sales agents and representatives (“Salespeople”) comply with this Policy; any violation of this Policy by such Salespeople shall be considered a violation of the Policy by the relevant Customers.

The Company does not control the actual sales price of Covered Kirby Products (or any other Kirby® products) purchased by consumer end-users. Customers have the independence, ability, and discretion to sell all Kirby products (including, but not limited to, Covered Kirby Products and other accessories, attachments, supplies, parts, and cleaning solutions) at any price they choose, and the Company will not take action under this Policy based on a Customer’s actual resale price. However, to uphold the integrity of the Kirby® brand; the Company’s reputation for manufacturing premium products; and the pricelessness of the Company’s intellectual property, the Company has adopted this Policy, which prohibits Customers from Advertising Covered Kirby Products below the MAPs established by the Company.

Any MSRP communicated by the Company is a nonbinding recommendation only. Customers remain free, in their sole discretion, to establish their own resale prices for Covered Kirby Products. The fact that a MAP may be the same as an MSRP does not alter the freedom of Customers to sell Covered Kirby Products at any price they choose. The MAPs are intended to ensure that Covered Kirby Products are promoted in the marketplace with the appropriate value and brand equity. Consumer end-users rely on Advertising, including online and offline product research, to assist in proving the value of consumer goods. Advertising and promotional activities affect brand image, reputation, and longevity.

Protecting the prominence and reputation of the Kirby® name benefits both the Company and its Customers. The Policy, together with Customers’ commitments to provide appropriate, high-quality sales assistance and service to prospective end-users considering the Company’s product(s), will ensure the Kirby® name continues to stand for quality, reliability, and performance.

B.  Definitions

For purposes of this Policy, the following capitalized terms have the meanings as set forth below:

  1. Advertise, Advertised, or Advertising: Any public or broadly disseminated communication that states, displays, or otherwise communicates a price for a Covered Kirby Product, including, but not limited to:
    1. Internet advertisements (“ads”) and prices shown on the internet, including, but not limited to, ecommerce marketplaces; Customer websites; search-related graphic or textual ads, banners, or links; and social media;
    2. Print ads, publications, and campaigns, such as newspapers; flyers; circulars; catalogs; brochures; posters; in-box inserts; and newsletters;
    3. Radio ads and campaigns;
    4. TV ads and campaigns;
    5. Direct mail, other than a direct, individualized response to a particular consumer’s request for pricing information;
    6. Coupons, rebates, giveaways, or promotional offers that are publicly or broadly disseminated;
    7. Outdoor advertising, including billboards and signs;
    8. Email marketing, other than a direct, individualized response to a particular consumer’s request for pricing information;
    9. Mass text message campaigns or other broadly disseminated electronic communications; and
    10. All other public or broadly disseminated price-based communications from a Customer.

    “Advertise,” “Advertised,” or “Advertising” does not apply to:

    1. In-store communications between a Customer and its consumers, including a Customer’s communication of an actual resale price in response to a consumer’s inquiry;
    2. Internal displays of price within the premises of Customers’ brick and mortar principal places of business (e.g. price tags and end-cap displays), so long as such displays are not distributed to Customer’s consumer end-users,
    3. “In-cart pricing” that appears once an item is placed in a consumer end-user’s virtual shopping cart on an internet website; and
    4. An individualized, non-public communication or offer of an actual resale price—whether made in person, by telephone, email, text message, online chat, or individualized written quotation—in response to a particular consumer’s request for pricing information. A Customer may communicate or offer an actual resale price below MAP in any such communication.
  2. Covered Kirby Products: The Kirby Signature Series®, including the Kirby C550® Power canister vacuum, Kirby C530® Turbo canister vacuum, Kirby V530® upright vacuum.
  3. Advertised Price: The price at which a Covered Kirby Product is Advertised.
  4. MSRP: Any manufacturer’s suggested retail price communicated by the Company for a Covered Kirby Product. MSRP is a nonbinding recommendation and is not a required resale price.

C.  Terms

  1. The MAP for each Covered Kirby Signature Series Product is as follows:
    1. Kirby C550 canister vacuum: $999.00
    2. Kirby V530 upright vacuum: $799.00
    3. Kirby C530 canister vacuum: $749.00
    4. Kirby Signature Series Upright PureAir Filter Bags (3 pack): 20.00
    5. Kirby Signature Series Upright PureAir Filter Bags (6 pack): $39.00
    6. Kirby Signature Series Upright PureAir Filter Bags (9 pack): $57.00
    7. Kirby Signature Series Upright PureAir System Filter: $49.00
    8. Kirby Signature Series Upright Care Pack PureAir Filter Bags (9 pack) and System Filter: $99.00
    9. Kirby Signature Series Canister PureAir Filter Bags (3 pack): $20.00
    10. Kirby Signature Series Canister PureAir Filter Bags (6 pack): $39.00
    11. Kirby Signature Series Canister PureAir Filter Bags (9 pack): $57.00
    12. Kirby Signature Series Canister PureAir System Filter: $49.00
    13. Kirby Signature Series Canister Care Pack PureAir Filter Bags (9 pack) and System Filter: $99.00

    Any MSRP shown for a Covered Kirby Product is a suggested retail price only. The MSRP is not a minimum resale price, does not require a Customer to sell at or above that amount, and does not alter the Customer’s right to sell Covered Kirby Products at any price, including below the MSRP and below MAP, subject only to the restriction on Advertising below MAP set forth in this Policy.

  2. Customers shall not Advertise any Covered Kirby Product at a price that is lower than the MAP for that Covered Kirby Product. This Policy prohibits Customers from Advertising Covered Kirby Products below the MAPs.
  3. Customers are permitted to Advertise Covered Kirby Products above the MAP.
  4. Customers are permitted to sell Covered Kirby Products at any price, including above and below the MAP. Without limiting the foregoing, Customers may communicate or offer an actual resale price below the MAP through the communications excluded from the definition of “Advertising,” and the Company will not regard those communications or the Customer’s actual resale price as a violation of this Policy.
  5. Advertising practices that have the effect of reducing the Advertised Price below the MAP violate this Policy. Such practices include, but are not limited to:
    1. Offering any Covered Kirby Product as a free, complimentary, or gifted item.
    2. Coupons; rebates; and other promotional offers that have the effect of lowering the Advertised Price below the MAP.
    3. Advertising a Covered Kirby Product in the form of monthly payments where the total of the advertised payments, excluding interest and other separately disclosed finance charges, is less than the MAP.
  6. The following Advertising Practices shall not (absent other circumstances) constitute a violation of this Policy:
    1. Advertising without any reference to retail price (e.g., “on sale,” “$50.00 off,” “10% off”).
    2. Advertising that states “Call for Price” or similar statements.
    3. Advertising that promises to match or beat prices from competitor.
    4. Advertising that offers free accessories with purchase, free delivery with purchase, free training with purchase, or free service with purchase, unless the Advertising specifies a dollar value for those items or services that results in a net price that is below the MAP of the Covered Kirby Product.
  7. The Company may, at its discretion and at any time change or modify:
    1. This Policy;
    2. The MAP for a Covered Kirby Product;
    3. The definition of Covered Kirby Products to include more products or exclude certain products; and/or
    4. Any other provisions of this Policy.

    These changes will be communicated to Customers via one of the Company’s sales team members and, when applicable, contractually obligated channels (e.g., email, express delivery service, etc.), and such changes and modifications will be effective upon the date they are communicated.

  8. The MAP for a Covered Kirby Product may be suspended periodically for national, regional, and/or seasonal promotions approved by the Company. Any suspensions will be communicated via one of the Company’s sales team members and, when applicable, contractually obligated channels (e.g., email, express delivery service, etc.).
  9. The Company establishes and administers this Policy independently. The Company will not seek, request, or accept any Customer’s agreement, assurance, or promise to comply with this Policy. The Company will not discuss, negotiate, or seek to control the actual resale prices at which Customers sell Covered Kirby Products. No Company employee, sales representative, agent, or other representative is authorized to modify, interpret, waive, or negotiate this Policy, except through a written notice issued by an authorized representative of the Company.

D.  Enforcement

  1. If a Customer has questions about this Policy or wishes to report information that may be applicable under this Policy, an e-mail or letter must be sent to:
    Vice President of Marketing
    The Kirby Company
    1920 West 114th Street
    Cleveland, OH 44102
    marketing@kirby.com

    All correspondence between Customers and the Company regarding this Policy must be in writing. Company personnel must not discuss, negotiate, or seek agreement regarding this Policy or any Customer’s actual resale prices.

  2. This Policy may not be amended or modified without written confirmation from an authorized representative of the Company. No Customer’s acknowledgment, acceptance, promise, or agreement is required for this Policy to be effective.
  3. If the Company believes a Customer has violated this Policy, the Company will notify the Customer in writing of the presumed non-compliant Advertising and may, in the Company’s sole discretion, unilaterally determine the appropriate response under this Policy. The Company may cancel or hold open orders for Covered Kirby Products submitted by the Customer. Any notice or communication concerning a violation is not a request for, and must not be construed as seeking, the Customer’s agreement to comply with this Policy or to sell at any particular resale price.
  4. If the Company determines that a Customer has violated this Policy, reasonable and appropriate sanctions will be unilaterally imposed by the Company, including, but not limited to, one or more of the following:
    1. Providing written notice to the Customer identifying the non-compliant Advertising and allowing the Customer an opportunity to cure the violation within the timeframe specified in the notice.
    2. Canceling or holding open orders for Covered Kirby Products submitted by the Customer
    3. Refusing to accept future orders for Covered Kirby Products submitted by the Customer.
    4. Termination of the Company’s relationship with the Customer.
    5. Withholding of any incentives (e.g., volume incentives, promotional support, etc.) that may be offered to Customers by the Company.

    Violations involving continuing non-compliant Advertising may be deemed to be more than one violation. Violations that are not cured within the timeframe specified in the Company’s written notice, or that involve continuing non-compliant Advertising, may be deemed to be more than one violation. In addition to the specific penalties described above, the Company reserves the right (to the extent otherwise permitted by applicable law) to take any action it deems reasonable under the circumstances to respond to any Policy violations.

  5. The Company will make all decisions concerning compliance with and enforcement of this Policy unilaterally. This Policy is a unilateral declaration by the Company and does not reflect or constitute an agreement between the Company and any Customer or any other person or entity, and by issuing this Policy, the Company is not seeking any such agreement, acknowledgment, or assurance. The Company may choose, in its sole discretion, to deal or not deal with any Customer based on the Customer’s compliance or noncompliance with this Policy, subject to applicable law. Nothing in this Policy restricts a Customer’s independent discretion to establish or communicate its actual resale prices through communications that are not Advertising under this Policy.
  6. Failure by the Company to enforce any provision herein or to exercise its rights under this Policy shall not constitute waiver.