Unilateral Minimum Price Policy

L&L Candle Company, LLC’s Unilateral Minimum Price Policy (UMP Policy)

Effective June 1, 2025

Introduction: L&L Candle Company, LLC (“L&L”) has built its reputation on quality products and strong relationships with our authorized resellers. To preserve our brand’s value and ensure a level playing field for all resellers, L&L has unilaterally adopted this Minimum Price Policy (“Policy”). This Policy is a statement of L&L’s terms of sale and conditions for doing business. It is not a contract or agreement with any reseller, and no reseller is being asked to assent to this policy. Instead, we are informing resellers of the conditions under which we will continue to supply products.

Minimum Resale Price: L&L has established a minimum recommended resale price for each of its products. Current minimum prices are listed in the Price Schedule at wholesale.luminara.com. While each reseller remains free to determine its own resale prices for any L&L product, if a reseller advertises or sells an L&L product below the applicable minimum price, L&L, in its sole discretion, may cease supplying that product (and/or other L&L products) to the reseller. In short, resellers are free to set lower prices, and L&L is free to choose not to continue doing business with resellers who do so.  

Scope of Policy – Advertised and Online Prices: This Policy applies to all advertisements of L&L products by resellers in any and all media, including online stores and websites. “Advertised price” means any publicly displayed price or offer before the point of sale. It includes, for example, print ads, website listings, social media posts, and online cart or checkout prices if visible before the final purchase step. Resellers are allowed to communicate actual selling prices directly to customers in one-to-one interactions (e.g., in-store or in a personal quote), and customers may privately purchase at any price the reseller sets. However, any public advertisement or display of a price lower than L&L’s minimum price will be considered non-compliance with this Policy. Features such as “Click for price” or “Add to cart to see price” that conceal the price until a customer’s action are permitted and will not be treated as a violation of this Policy.

Unilateral Action – No Agreements: This Policy is unilateral. L&L will not ask for or accept any promise, agreement or confirmation from any reseller regarding its pricing. In fact, L&L sales personnel are prohibited from negotiating or discussing the Policy or any reseller’s pricing practices beyond informing the reseller of the Policy’s terms. Resellers should not attempt to negotiate price exceptions or request approval for specific pricing – no such discussions will be entertained. If a reseller attempts to communicate an “acceptance” of this Policy, it will not be binding on L&L – the reseller’s compliance or non-compliance will be evident by its conduct alone. This approach is to ensure there is no agreement – express or implied – between L&L and any reseller regarding resale prices. 

Enforcement: If L&L verifies, to its satisfaction, that a reseller has advertised or sold a L&L product below the minimum price, L&L will take the following actions unilaterally:

• First Violation: Written notification to the reseller of the violation. (In the case of an online violation, L&L may require the reseller to remove or correct the advertised price.) The reseller will be reminded of the Policy terms. No response is requested or required from the reseller, and L&L will not discuss the violation – we simply expect future compliance.
• Second Violation (within 12 months of the first): L&L will immediately suspend shipments of the affected product to the reseller for a period of 30 days. The reseller will be notified of the suspension (and the reason) in writing. During this period, the reseller should refrain from further violations to avoid additional action.
• Third Violation (within 12 months of the first): L&L will terminate the reseller’s authorization and cease doing business with the reseller. This means all pending orders may be canceled and no new orders will be accepted. The reseller will be placed on a Do-Not-Sell list for a duration determined by L&L (which may be indefinite for repeated violators).

L&L reserves the right to skip the first or second step and move immediately to suspension or termination for severe violations (for example, if a reseller blatantly and continuously violates the Policy across many products, or if L&L determines that remedial steps are unlikely to compel compliance). However, in no event will L&L communicate with a violator to seek any assurance of future compliance during the enforcement process – any enforcement action is taken unilaterally and without discussion.  

Applicability: This Policy applies to all resellers of L&L products, regardless of the sales channel. This includes resellers who purchase directly from L&L and those who purchase through distributors or wholesalers. L&L will endeavor to work with its distributors to monitor downstream resale; if a distributor’s customer is violating the Policy, L&L may require the distributor to assist in enforcing the Policy (for instance, by ceasing supply to that customer), or L&L may itself refuse to fulfill the distributor’s reorders destined for that customer. Distributors are expected to communicate this Policy to any downstream resellers. (Note: The Policy does not apply to a distributor’s own wholesale pricing to its customers, only the resale price to end-users.)

**Exceptions: From time to time, L&L may announce promotions or discounts on certain products that are exempt from this Policy for a specified period. Any such exceptions will be communicated in writing (e.g., via an official promotion notice) and will apply equally to all resellers. For example, L&L may have a holiday sale where the minimum price is waived from Date A to Date B – during that window, resellers are free to advertise reduced prices. After the window, normal Policy terms resume. Apart from approved exceptions, no salesperson or representative of L&L is authorized to modify or grant exceptions to this Policy.

Non-Punitive Nature: This Policy is not a punishment or fine scheme; it is simply L&L’s business choice of who to supply. L&L does not seek nor will it accept any payment or other concession from a reseller for violating the Policy (other than the foregoing limitation of supply). L&L recognizes that each reseller is an independent business; ultimately, resellers can price L&L products as they wish without consulting L&L. This Policy only governs L&L’s decision whether to continue to sell to a reseller that undervalues our products.

Administrators and Inquiries: The Policy will be administered by L&L’s Policy Administrator. Any questions about the Policy should be directed in writing to  [email protected]. However, do not contact L&L to ask for approval of prices or report other resellers – we monitor advertised prices through our own means. L&L will not engage in dialogue with any reseller about the pricing of another reseller.  

Conclusion: By issuing this Policy, L&L is striving to maintain a brand image of quality and fair competition among our reseller partners. We value each of our resellers and appreciate your business. While we unilaterally enforce minimum pricing to protect our brand’s market, we also respect that you have the ultimate control over your selling practices. We hope and expect that our resellers will find this Policy beneficial in ensuring stable margins and a healthier competitive environment for L&L products.

(This Policy is effective as of the date listed above and supersedes any prior pricing policy. L&L reserves the right to update or modify this Policy at any time, which will be communicated at least 30 days in advance.)