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EXHIBIT 10.7
MOTOR CARRIER
TRANSPORTATION CONTRACT
ALZS ALLBUS
CHRYSLER CORPORATION ("CHRYSLER") WITH A
BUSINESS ADDRESS AT 00000 XXX XXXX, XXXXXXXX
XXXXXXX, XX 00000, HEREBY AGREES TO PURCHASE AND
ALLIED SYSTEMS, 000 XXXXXXXXX XXXXXX, XXXXX 000,
XXXXXXX, XXXXXXX 00000
("CARRIER") AGREES TO SELL AND DELIVER THE SERVICES
SPECIFIED HEREIN IN ACCORDANCE WITH THE TERMS AND
CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF AND
ANY NUMBERED ATTACHMENTS HERETO.
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DESCRIPTION OF SERVICES
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COMMODITIES: Motor Vehicles
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EFFECTIVE DATE: 07-01-95 TERMINATION DATE: 06-30-00 PAYMENT TERMS: 30 Days
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Notes:
1. Transit time applies from rail unload to dealer delivery.
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3. Mileage charges will be applied to Rand XxXxxxx Milemaker version #16.1
and rounded to the nearest nickel.
4. This contract is designed to meet the distinct needs of Chrysler.
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CARRIER CHRYSLER CORPORATION
By: By:
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HAULAWAY TRANSPORTATION CONTRACT NO.
ALZS ALLBUS
Amendment #1
CHRYSLER CORPORATION ("CHRYSLER") WITH A
BUSINESS ADDRESS AT 000 XXXXXXXX XXXXX XXXX
XXXXXX XXXXX, XX 00000-0000, HEREBY AGREES TO PURCHASE AND
ALLIED AUTOMOTIVE GROUP
000 XXXXXXXXX XXX., XXXXX 000
("CARRIER") AGREES TO SELL AND DELIVER THE SERVICES
SPECIFIED HEREIN IN ACCORDANCE WITH THE TERMS AND
CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF AND
ANY NUMBERED ATTACHMENTS HERETO AND PURSUANT TO 49
U.S.C. 100713 FOR THE TRANSPORTATION OF COMMODITIES
REGULATED BY THE INTERSTATE COMMERCE COMMISSION (ICC).
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DESCRIPTION OF SERVICES
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COMMODITIES: Motor Vehicles
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EFFECTIVE DATE: 10-01-96 TERMINATION DATE: 06-30-00 PAYMENT TERMS: 30 Days
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NOTES:
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3. All other provisions of the contract remain the same.
4. This agreement is designed to meet the distinct needs of Chrysler.
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Allied Automotive Group
CARRIER CHRYSLER CORPORATION
By: By:
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GENERAL TRANSPORTATION TERMS
MOTOR CARRIER
1. PERSONNEL AND EQUIPMENT. Carrier will be deemed an independent
contractor to Chrysler and will provide all resources necessary to
perform transportation services. Carrier may subcontract
transportation services, subject to Chrysler's consent. Individuals
engaged by Carrier will be considered employees or subcontractors of
Carrier and will be subject to discharge, discipline and control
solely and exclusively by Carrier.
2. COMMODITY LOSS AND DAMAGE. Carrier's performance of transportation
services without loss or damage to Commodities is an essential
obligation of this Agreement. Carrier will meet the requirements and
objectives of all written programs, practices and procedures
instituted by Chrysler regarding the quality of transportation
services. Carrier is deemed to have care, control, custody and
possession of Commodities from the time they are tendered to the
Carrier for transportation until delivery to Chrysler or its
consignee. During such period, Carrier assumes full responsibility for
any and all loss of or damage to Commodities. Carrier will promptly
act on all claims submitted by Chrysler or its agent.
3. INSURANCE AND INDEMNIFICATION. Carrier will furnish to Chrysler and
maintain in effect during the term of this Agreement, at its sole
expense, insurance in amounts and coverages satisfactory to Chrysler.
Such insurance will be primary to, and not excess over or contributory
with, any other valid, applicable and collectible insurance in force
for Chrysler. Except for Commodity loss and damage claims filed by
Chrysler or its agent that are governed by Section 2, Carrier will
defend, indemnify and hold harmless Chrysler, its parent corporation,
subsidiaries, officers, directors and employees, from and against any
and all claims, liabilities, losses, damages, penalties, fees,
settlements, or expenses in connection with 1) injury to or the death
of any person, 2) damage to or loss of any property of any person, or
3) the violation of or non-compliance with any law or regulation, to
the extent such claims, liabilities, losses, damages, penalties, fees
or expenses result from or arise out of any act or omission of the
indemnifying party, or its employees or subcontractors, in connection
with the performance of transportation services.
4. COMPLIANCE WITH REGULATIONS. Carrier will obtain, at its own expense,
all licenses, permits and approvals required under any applicable
government statute or regulation for the transportation of
Commodities. Carrier will obey all applicable governmental laws and
regulations connected with the transportation of Commodities.
5. FORCE MAJEURE. The obligation of Carrier to furnish and of Chrysler
to use transportation services will be temporarily suspended during
any period in which either of the parties is unable to comply with
this Agreement because of fire, flood, civil commotion, closing of
public highways, government interference or regulations, or any other
events similar to the foregoing that are beyond the reasonable control
of, and are not due to the negligence of, the party claiming force
majeure. The parties will make all
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reasonable efforts to continue to meet their obligations for the
duration of the force majeure. Chrysler will have the right to use
other transportation services during the period of force majeure, and
any shipments made on alternate carriers during any Carrier declared
force majeure will be counted towards Chrysler's volume obligation, if
any, to Carrier.
6. PRECEDENCE OVER APPLICABLE TARIFFS. To the extent permitted by
applicable laws and regulations, the terms of this Agreement will
prevail over any rules, regulations, tariffs, tax circulars and terms
and conditions of bills of lading regarding transportation of
Commodities.
7. DEFAULT, CURE AND TERMINATION. In the event the Carrier fails to
perform any of its obligations herein, Chrysler will give the Carrier
written notice specifying the nature of the default and demanding cure
satisfactory to Chrysler within thirty (30) days following receipt of
the demand to cure. Failure of such cure, Chrysler will have the
right: 1) to cease tendering all or a portion of Commodities for
future shipments, or 2) terminate the Agreement. If Carrier's default
is related to transit times, then Chrysler may also, at any time and
without written notice as provided above, use alternate carriers to
transport all or a portion of Commodities. Carrier recognizes that
Commodities must be shipped on a timely basis and without loss or
damage in order for Chrysler to avoid loss and expense as a
consequence of plant shutdowns, schedule realignments, off-line
repairs or the necessity of procuring higher-cost alternate
transportation.
8. INSPECTION AND AUDIT. Chrysler may, on reasonable notice, inspect any
Commodity and any equipment used to handle and transport Commodities
wherever located. Chrysler may also, on reasonable notice, inspect
Carrier's records relating to transportation of Commodities. Chrysler
may, at any time and with notice to Carrier, remove Commodities from
Carrier's care, possession, custody or control.
9. MISCELLANEOUS CLAUSES. This Agreement will be binding on permitted
successors and assigns. The failure to exercise any of the terms of
this Agreement will not be construed as a continuing waiver of such
term.
Neither this Agreement nor any of the duties herein may be assigned or
delegated without the written permission of the other party.
Carrier will notify Chrysler of all relevant information regarding any
actual or potential labor dispute delaying or threatening to delay
timely performance of this Agreement.
If any provision of this Agreement is held to be legally invalid or
enforceable, such provision will be deemed omitted and all other
provisions of this Agreement will continue in force.
Carrier will not, without the prior written consent of Chrysler,
advertise or publish in any manner the rates established herein of use
the name or trademarks of Chrysler, its products or any of its
associated companies.
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All notices of communications which are required to be given under
this Agreement will be sent by regular or certified mail, postage
prepaid, to the other party at the business address specified in this
Agreement.
The terms of this Agreement will be governed by the laws of the State
of Michigan (without regard to its conflicts of law rules), except to
the extent preempted by federal law.
10. ENTIRE AGREEMENT. This Agreement, which consists of Transportation
Contract, General Transportation Terms and other documents referred to
herein, constitutes the complete and entire agreement between Carrier
and Chrysler for transportation service defined herein and supersedes
prior and contemporaneous proposals, representative statements,
agreements and promises, express or implied with respect thereto. This
Agreement may be amended only in a writing signed by the parties.
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