II. Prohibited Activities
The principal antitrust and competition laws with which NAATBatt and all NAATBatt members must comply are the Sherman Act, the Clayton Act, the Federal Trade Commission Act and state antitrust laws.
The Sherman Act in broad terms prohibits “every contract, combination . . . or conspiracy” in restraint of trade, as well as monopolizing, attempting to monopolize, or conspiring to monopolize any part of trade or commerce. The Clayton Act prohibits exclusive dealing and “tying” arrangements, as well as corporate mergers or acquisitions which may tend substantially to lessen competition. The Federal Trade Commission Act prohibits “unfair methods of competition” and “unfair or deceptive acts or practices” in or affecting commerce. In addition, most states have antitrust statutes which equate to the Sherman Act, except that they apply to actions affecting commerce within the state as opposed to interstate commerce.
To the extent that NAATBatt discussions and activities pertain to markets outside the United States, NAATBatt and its members shall comply with the applicable antitrust and competition laws of those countries. TheCompetitionAct governs competition law in Canada.The Competition Act contains both criminal and civil provisions aimed at preventing anti-competitive practices in the marketplace. In Mexico, NAATBatt and its members must comply with the principles set out in the Constitutional Amendment on Telecommunications and antitrust and with the Federal Economic Competition Law.
The following discussions, actions and activities are prohibited within NAATBatt:
A. Price-fixing agreements: NAATBatt members may not discuss or agree upon arrangements to fix, alter, peg, stabilize, standardize, or otherwise regulate the prices paid by customers. Agreements among buyers fixing the price they will pay for a product or service is likewise prohibited. “Price” is defined broadly to include all price-related terms, including discounts, rebates, commissions, and credit terms. Agreements to fix, restrict, or limit the amount of product that is produced, sold, or purchased, or the amount or type of services provided, are also prohibited.
B. Bid-rigging agreements: NAATBatt members will not discuss or enter into agreements or understandings on any method by which prices or bids will be determined, submitted, or awarded. This includes rotating bids, agreements regarding who will bid or not bid, agreements establishing who will bid to particular customers, agreements establishing who will bid on specific assets or contracts, agreements regarding who will bid high and who will bid low, agreements that establish the prices firms will bid, and exchanging or advance signaling of the prices or other terms of bids.
C. Market or customer allocation agreements: NAATBatt members will not discuss or enter into agreements or understandings to allocate or divide markets, territories, or customers.
D. Group boycotts or“ConcertedRefusalstoDeal”: NAATBatt members will not discuss or enter into agreements or understandings that involve joint efforts by firms with market power to boycott suppliers or customers in order to discourage them from doing business with a competitor.
E. Exclusionary standard-setting, certification or code of ethics: NAATBattmembers shall not discuss, and NAATBatt shall not enact, any standards, certification programs, or codes of ethics that have the effect of fixing prices, result in an unlawful group boycott or unreasonably exclude others from the market.
F. Vertical agreements concerning price: NAATBatt members shall not discuss or enter into any agreements between suppliers and resellers that establish minimum resale prices in violation of any applicable state, federal or foreign antitrust or competition laws.
G. Tie-in sales: NAATBatt members shall not discuss or enter into any agreement pursuant to which a supplier conditions the sale of one product on a customer purchasing a second product.
H. Exclusionary membership criteria: NAATBatt shall not establish any membership criteria that excludes any company in favor of its competitor.
The foregoing prohibited activities are not an exhaustive list of the discussions, actions and activities that may not take place within NAATBatt. NAATBatt and its members are bound by the obligation to comply fully with all applicable state, federal and international antitrust laws without exception. Each NAATBatt member, agent, officer, director and committee chair is responsible for ensuring its, his or her own full compliance.