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EXHIBIT 10.33
CADILLAC MOTOR CAR DIVISION
DEALER SALES AND SERVICE AGREEMENT
This Agreement, effective NOVEMBER 01, 1995, is between General Motors
Corporation (Cadillac Motor Car Division), a Delaware corporation, located at
00000 Xxx Xxxx Xxxx, Xxxxxx, Xxxxxxxx 00000-0000 ("CADILLAC") and XXXXXXXXX
OLDSMOBILE-CADILLAC, INC., a
[X] GEORGIA corporation, incorporated JULY 27, 1982;
[ ] proprietorship;
[ ] partnership;
doing business at 0000 XXXXXX XXXXXX XXXX,
XXXXXXXXXXX, XXXXXXX 00000-0000 ("Dealer")
PHILOSOPHY AND PREAMBLE
CADILLAC has a distinguished heritage of engineering, manufacturing, producing
and marketing prestige luxury vehicles.
The CADILLAC commitment is to capture the imagination of discriminating
customers and to compete aggressively, along with our strategic partners, to
make CADILLAC the industry leader in customer enthusiasm, owner loyalty, and
value.
CADILLAC can only fulfill these objectives with the assistance and cooperation
of competent dealers which effectively sell and service CADILLAC motor
vehicles, parts and accessories, and related products ("CADILLAC Products").
For CADILLAC and its dealers to obtain maximum benefit from their relationship,
they must develop a joint commitment to each other and to the CADILLAC
customer.
To support its objective, CADILLAC recognizes that it must:
(a) Strive to enhance the quality, competitiveness, and popular appeal of
CADILLAC Products;
(b) Endeavor to distribute CADILLAC vehicles among its dealers in a fair
and equitable manner;
(c) Provide each dealer the opportunity to achieve a reasonable return on
investment if it fulfills its obligations under this Agreement;
(d) Reasonably consider each dealer's request for warranty reimbursement;
(e) Assign competent personnel to provide support to Dealer;
(f) Maintain an open exchange of ideas with its dealers; and
(g) Respect interests of existing dealers in dealer network decisions.
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CADILLAC must rely on its dealers to provide the expertise to represent
CADILLAC Products effectively to the public. Dealer, to support the
CADILLAC objective, must fulfill its obligations under this Agreement by,
in part:
(a) Providing appropriate skill, capital, equipment, staff and
facilities;
(b) Conducting its dealership activities consistent with the
reputation, image and objective of CADILLAC in order to maintain
and improve customer confidence in CADILLAC, CADILLAC Products
and CADILLAC dealers;
(c) Exhibiting a caring attitude toward CADILLAC customers and the
public to assure complete satisfaction with the dealership,
purchase and ownership experience;
(d) Treating the public and CADILLAC customer with utmost courtesy,
sincerity and respect;
(e) Maximizing convenience to the public and CADILLAC customer;
(f) Conducting its business in a highly ethical manner, consistent
with all legal and sound business expectations; and
(g) Promoting, advertising, marketing, selling and servicing CADILLAC
Products to the public and to CADILLAC customers,
CADILLAC and Dealer acknowledge that the public expects, and customers of
CADILLAC Products demand, quality from CADILLAC, professionalism from Dealer,
and respect from both CADILLAC and Dealer.
CADILLAC and Dealer have entered into this Agreement in a spirit of trust and
respect, with mutual confidence in one another's integrity and ability, with a
strong desire to maintain an open exchange, and to act in an honest and
cooperative manner.
CADILLAC and Dealer agree to do business together under the following terms and
conditions:
First
This Agreement shall expire on OCTOBER 31, 2000, or ninety days after the
death or incapacity of a Dealer Operator or Dealer Owner, whichever occurs
first, unless earlier terminated. Dealer is assured the opportunity to
enter into a new Dealer Agreement with CADILLAC at the expiration date if
CADILLAC determines Dealer has fulfilled its obligations under this
Agreement.
Second
The "Standard Provisions" (Form GMMS 1013) and the "CADILLAC Dealer
Operating Manual" ("MANUAL") are incorporated as a part of this Agreement.
The MANUAL will contain sales and service review methodology, requirements
for ownership, capital, facilities and training, identification of required
tools and equipment, among other operational requirements. The MANUAL may
be revised from time to time by consensus of a Joint Dealer Agreement
Committee comprising three dealer representatives and three CADILLAC
executives. Each revision will have an effective date, Dealer agrees to
comply with the then current version of the MANUAL.
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Third
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Dealer agrees that the following Dealer Operator will provide personal
services in accordance with Article 2 of the "Standard Provisions:"
X. XXXX XXXXXXXXX, JR.
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Fourth
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Dealer agrees to assist CADILLAC in achieving its objectives and
dedicates itself to pursue complete customer satisfaction. Dealer also
agrees to uphold the CADILLAC image and comply with the provisions of
this Agreement.
Dealer acknowledges that to ensure success of the joint effort of CADILLAC
and its dealers, Dealer participation is required. Dealer hereby agrees
to allow its Dealer Operator to serve when requested on a Joint
CADILLAC/Dealer Committee established in accordance with the provisions of
the MANUAL. This participation may require travel or expenditures of
time. In turn, CADILLAC commits to have appropriate management
involvement in such committee.
Fifth
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CADILLAC and Dealer believe their commitment to the CADILLAC customer and
their business goals and objectives, together with this Agreement, should
minimize disputes between them. Nevertheless, CADILLAC and Dealer
recognize that disputes may arise which cannot be resolved in the normal
course. To resolve such disputes, a Joint Mediation Committee ("JMC")
comprised of three dealer representatives and three CADILLAC
representatives shall administer a dispute resolution process which shall
be mandatory, but non-binding on either party. In the MANUAL, JMC shall
govern the accessibility of the process and define the eligibility of
disputes for mediation.
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Either Dealer or CADILLAC shall submit any eligible controversy which
arises out of or relates to this Agreement to JMC as outlined in the
MANUAL. JMC shall appoint a Mediation Panel to hear the dispute. The Panel
shall consist of an equal number of dealer and CADILLAC representatives and
an independent, professional mediator.
The Mediation Panel shall evaluate each party's position and propose a
recommended solution guided by this Agreement and the principles of
fairness and equity. The parties may accept the proposed solution, consult
with the Mediation Panel to develop an alternate solution, agree to a
binding resolution procedure or pursue any other remedies available to
them.
This provision will apply solely to disputes between Dealer and CADILLAC.
If Dealer is involved in identical disputes with CADILLAC and another
General Motors Division(s), then the dispute resolution process of the
Business Management Division, identified in Paragraph Seventh, will
control. If either party initiates any action in court or an administrative
agency in contravention of this Paragraph Fifth, that party will pay all
attorneys' fees and litigation expenses of the other party arising out of
the enforcement of this provision.
Sixth
Dealer shall safeguard and promote the image and reputation of CADILLAC
Products in the conduct of its business. CADILLAC and Dealer shall refrain
from any activity which may he harmful to that reputation or image. Dealer
and CADILLAC shall avoid all discourteous, deceptive, misleading or
unethical practices.
CADILLAC and Dealer recognize the need for maintaining uniformly high
standards of ethical advertising of a quality consonant with the reputation
of CADILLAC, its Products and its dealers.
Dealer agrees not to use any advertising or merchandising programs which
are likely to mislead the public or impair the image of Dealer, CADILLAC,
the reputation of CADILLAC Products, or the CADILLAC dealer network.
Seventh
If Dealer is an authorized dealer for more than one division of General
Motors, OLDSMOBILE DIVISION will be primarily responsible for administering
the provisions of the Dealer Agreements relating to the Dealer Statement of
Ownership, Dealership Location and Premises Addendum, and Capital Standard
Addendum. OLDSMOBILE DIVISION will execute or extend those documents for
all divisions.
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Eighth
This Agreement and related agreements are valid only if signed:
(a) on behalf of Dealer by its duly authorized representative and, in the
case of this Agreement, by its Dealer Operator; and
(b) this Agreement as set forth below, on behalf of CADILLAC by its
General Sales and Service Manager and his authorized representative.
All related agreements will be executed by the General Sales and
Service Manager or his authorized representative.
The following agreements and understandings are hereby incorporated into this
Agreement:
(List any special letters, facility agreements, etc.)
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and all existing addenda (other than Successor Addendum) relating to Dealer
Statement of Ownership, Dealer Location and Premises Addendum, Capital Standard
Addendum, Area of Primary Responsibility, Motor Vehicle Addendum and Multiple
Dealer Operator Addendum, if applicable, which have not been re-executed at the
time of this Agreement.
XXXXXXXXX OLDSMOBILE-CADILLAC, INC.
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Dealer Firm Name
CADILLAC MOTOR CAR DIVISION
General Motors Corporation
By /s/ X X XXXXXXXXX XX 8/28/95 By /s/ [ILLEGIBLE]
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Dealer Operator Date General Sales and Service Manager
By
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Authorized Representative Date
