EX-10
Exhibit 10.12.1 Suzuki Sales & Service Agmt
EXHIBIT 10.12.1
AMERICAN SUZUKI MOTOR CORPORATION
TERM DEALER SALES AND SERVICE AGREEMENT
THIS AGREEMENT, effective the 6th day of October, 1997, is entered into
by and between AMERICAN SUZUKI MOTOR CORPORATION, Automotive Division, a
California Corporation (hereinafter referred to as "SUZUKI"), having its
principal office at 0000 Xxxx Xxxxxxxx Xxxxxxx, Xxxx, Xxxxxxxxxx, and LITHIA
SALMIR, INC., a corporation duly incorporation under the laws of the State of
NEVADA, and doing business as DBA XXXX XXXXXXXX LINCOLN MERCURY, AUDI,
SUZUKI, ISUZU (hereinafter referred to as "DEALER"), having it principal
office at 00 "X" XXXXXX, XXXXXX, XXXXXX 00000.
PURPOSE OF AGREEMENT
It is acknowledged by both SUZUKI and DEALER that the purpose of this
Agreement is to establish DEALER as an authorized dealer of Suzuki Products
and to provide for the sale, lease and servicing of Suzuki Products by
DEALER. It is of utmost importance to SUZUKI that Suzuki products are sold
and services in a manner which promotes consumer satisfaction and
confidence. It is hereby understood and acknowledged that DEALER desires an
opportunity to qualify for a three-year American Suzuki Motor Corporation
Dealer Sales and Service Agreement for Suzuki Four Wheel Vehicle Products.
DEALER understands, acknowledges and accepts that DEALER must first fulfill
all of DEALER's undertakings as hereinafter set forth.
In furtherance of the purpose of this Agreement, the parties
acknowledge that SUZUKI is the exclusive distributor in the United States
(except Hawaii) of Suzuki Four Wheel Vehicles and Parts and Accessories
therefor manufactured by Suzuki Motor Co., Ltd., a corporation incorporated
under the laws of Japan.
It is of utmost important to SUZUKI that Suzuki Products are sold and
services in a manner which promotes consumer satisfaction and confidence.
DEALER desires to become one of SUZUKI'S AUTHORIZED DEALERS. SUZUKI, based
on the representations and promises of DEALER, and in reliance on DEALER's
integrity, ability and expressed intention to deal fairly with SUZUKI and the
consumer, has accepted DEALER as an authorized retail dealer of Suzuki
Products.
DEALER acknowledges that SUZUKI has selected DEALER as an authorized
SUZUKI dealer and has granted to it a Dealership for Suzuki Products and
related rights pursuant to this Agreement solely in reliance upon the
undertaking of DEALER to fulfill its responsibilities to any third party or
parties.
This Agreement sets forth the rights and responsibilities of SUZUKI and
DEALER. The relationship between SUZUKI and DEALER shall be that of vendor
and purchaser. DEALER is not the agent or legal representative of SUZUKI or
Suzuki Motor Co., Ltd. for any purpose whatsoever. DEALER does not have any
express or implied rights of authority to assume or create any obligations or
responsibilities on behalf or, or int he name of, SUZUKI or Suzuki Motor Co.,
Ltd.
THEREFORE, subject to the terms and conditions of this Agreement, based
on the foregoing facts and in consideration of the mutual promises and other
valuable consideration the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
I. RIGHTS GRANTED TO DEALER
Subject to the terms of this Agreement SUZUKI hereby appoints DEALER as
a nonexclusive authorized dealer for Suzuki Products and grants DEALER the
right to:
A. Sell, lease and service Suzuki Products to the satisfaction of
SUZUKI from the Dealership Facilities and Locations as set forth in the
Facility Standards Addendum and Section X herein.
B. Identify itself as an authorized Suzuki Dealer utilizing
Suzuki-approved signage at the Dealership Facilities, and
C. Use the name "Suzuki" and the Suzuki trademarks int he
advertising, promotion, sales, leasing and servicing of Suzuki Products in
the manner herein provided.
SUZUKI hereby reserves the unrestricted right to sell Suzuki trademarks
to other dealer and entities, wherever they may be located.
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II. RESPONSIBILITIES ACCEPTED BY DEALER
DEALER accepts its appointment as an authorized Suzuki Dealer and, in
consideration of its appointment and subject to their conditions and
provisions of the Agreement, agrees to:
A. Establish and maintain Dealership Facilities to the satisfaction
of SUZUKI as set forth herein and in the Facility Standards Addendum and the
Dealer Minimum Standards Addendum at the location(s) set forth herein;
B. Sell, lease and promote Suzuki Products subject to, and in
accordance with, the terms and conditions of this Agreement;
C. Service, in a manner satisfactory to SUZUKI, Suzuki Products
subject to, and in accordance with, the terms and conditions of this
Agreement, and
D. Build and maintain public confidence and respect in DEALER,
SUZUKI and Suzuki Products by maintaining the highest ethical standards of
advertising, business practices and conduct.
III. TERM
This Agreement shall come into full force and effect at SUZUKI
headquarters in Brea, California when executed by SUZUKI and, subject to its
earlier termination, in accordance with the provisions of this Agreement,
shall continue in full force and effect for one year, expiring on October 6,
1998 subject to the provisions of section 11.00 of the Standard Provisions
only upon the condition that DEALER complies and completes all the terms and
conditions of this Agreement.
IV. OWNERSHIP OF DEALER
DEALER represents and warrants and this Agreement is conditioned upon,
and is entered into by SUZUKI upon the representations and warranties of
Dealer that:
A. Dealer is a Nevada Corporation (indicate whether a sole
proprietor, a partnership, a corporation or other type of organization)
B. The following person(s) and only said person(s) own and will
continue to own, throughout the term of this Agreement, the following
interest in ownership of the Dealership:
Percentage of State Whether Partner
Name Interest Officer and Director
Lithia Motors, Inc., 100%
Owned by:
The Public 8%
Lithia Holding Company, LLC 92%
Owned by:
Voting Non Voting
Xxxxxx X. XxXxxx 100% 58.125
M.L. Xxxx Xxxxxxx 34.875
R. Xxxxxxxx Xxxx 7.000
C. DEALER intents to carry on business under the name(s) of Xxxx
Xxxxxxxx Lincoln, Mercury, Audi, Suzuki, Isuzu.
DEALER warrants that the appropriate registration or fictitious
business name statement reflecting the name in Paragraph (C) above has been
filed with the proper state authorities for the conduct of business under the
name by DEALER.
V. MANAGEMENT OF DEALERSHIP
A. SUZUKI enters into this Agreement on DEALER's representation that
Xxxx Xxxxxxxx and no other person, shall be General Manager and shall have
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full managerial authority and responsibility for the operation and management
of all phases of the business of the Dealership with authority to make all
decisions on behalf of DEALER with respect to the operation of the Dealership
and the performance of this Agreement.
VI. CHANGE IN OWNERSHIP OR MANAGEMENT
SUZUKI has entered into this Agreement in reliance on DEALER's
representation that the persons identified as Owners and/or General Manager
in section IV and V herein possess the ability, experience and other personal
qualifications requisite for the performance of this Agreement. Therefore,
if there is to be a change in the person(s) named as having full ownership
and/or full managerial authority as General Manager and responsibility for
the operation and management of the Dealership, DEALER must give prior
written notice of the change to SUZUKI (except a change caused by death, in
which case DEALER or the DEALER's legal representative shall give immediate
written notice to SUZUKI). No such change or notice shall alter or modify
any of the provision in this Agreement until embodied in an appropriate
written amendment and executed by all parties. SUZUKI will not unreasonably
withhold consent to a change in ownership or management, provided that SUZUKI
receives all information requested by it concerning the prospective owner(s)
and/or General Manager, and provided that the prospective owner(s) and/or
General Manager meet(s) all SUZUKI financial qualifications in effect at the
time of the proposed change.
VII. LICENSING OF DEALER
If any state, city or other jurisdiction where the Dealership
operations are to be located and conducted requires DEALER to obtain and
maintain a license for the conduct of Dealership operations as set forth
herein, this Agreement shall not be valid until and unless DEALER shall have
first provided to SUZUKI certification of the issuance of such license(s) to
DEALER. DEALER shall immediately notify SUZUKI in writing of failure to
obtain or maintain any such licenses or renewal thereof. DEALER shall
further notify SUZUKI in writing if any license that DEALER has obtained
pursuant to this Paragraph is suspended or revoked and the date and reasons
therefor.
VIII. INCORPORATION OF STANDARD PROVISIONS
The Suzuki Dealer Sales and Service Agreement Provisions accompanying
this Agreement are incorporated herein by this reference and made a part of
this Agreement with the same force and effect as if fully set forth in this
point.
IX. INCORPORATION OF DOCUMENTS AS PART OF AGREEMENT
The Dealer Application, Facility Standards Addendum, Dealer Minimum
standards Addendum and Dealer Updates are incorporated by this reference and
made a part of this Agreement with the same force and effect as if all the
representations and warranties in the Dealer Application, and all terms and
conditions of the Facility Standards Addendum, Dealer Minimum Standards
Addendum and Dealer Updates were set forth in full herein. The DEALER
represents and warrants and SUZUKI enters into this Agreement in reliance
upon those representations and warranties that all representations and
warranties made by the DEALER in the Dealer Application, Facility Standards
Addendum and Dealer Minimum Standards Addendum are true and correct as of the
date of execution of this Agreement.
X. CONDITIONS OF SUZUKI'S OFFER
If this Agreement is not terminated prior to its expiration date as set
forth above, SUZUKI hereby offers to enter into a three-year American Suzuki
Corporation Dealer Sales and Service Agreement with DEALER in such form as
shall be in use by SUZUKI at that time. This offer may be accepted by DEALER
fulfilling all of the following conditions during the term of this Agreement
and at the expiration thereof, each of which DEALER recognizes, understands
and agrees as being reasonable and necessary.
(a) Provide through acquisition or construction, and maintain the
following facilities for the Suzuki Dealership and for the sale, leasing and
servicing Suzuki Products:
00 "X" Xxxxxx
Xxxxxx, Xxxxxx 00000
Dealer shall not establish or conduct any Dealership operations which
are the subject of this Agreement, including the display, sale, leasing or
servicing of Suzuki Products, at any location or facility other than as set
forth above or in the Facility Standards Addendum.
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(b) Complete the acquisition and installation, at the Dealership
Facilities, of improvements, signs, furniture and furnishings, tools and
equipment as recommended by SUZUKI for the Dealership;
(c) Employ such personnel, in qualification and number, as
recommended by SUZUKI for the Dealership;
(d) Furnish SUZUKI, on forms or int he formate designated by SUZUKI,
by the tenth (10) day of each month, with the financial and operating
statements set forth in section 3.04 of the Standard Provisions;
(e) Comply with all other of SUZUKI's standards of DEALER to operate
the Dealership and qualify in all other respects for a Suzuki three-year
Dealer Sales and Services Agreement;
(f) Company with all federal, state and local governmental statues,
ordinances, rules, regulations and standards to conduct business as an
authorized Suzuki Dealer at the Dealership Facilities;
(g) Other conditions:
o Complete and maintain a minimum of two (2) Suzuki trained technicians
in Product intro and EFI to service the Suzuki product line by the expiration
of this agreement.
o Install and maintain approved Suzuki signage in accordance with
paragraph 2.02 of the Standard Provisions of the Dealer Sales and service
Agreement by the expiration of this agreement.
o Maintain average monthly District, Region, or National total sales per
dealer, whichever is highest, during the entire term of the Term Dealer Sales
and Service Agreement.
o Pursuant to section 5.02 of the Suzuki Standard Provisions, DEALER
agrees to obtain and maintain adequate flooring arrangements conforming to
the requirements established and approved by SUZUKI, in no event less than
$500,000.
o Utilize Suzuki financial statement and submit by the 20th of each month
to National AND Regional Offices during the term of this agreement.
o Install and maintain Suzuki information Center during the term of this
agreement.
o Install and maintain Suzuki SCAT System by the expiration of this
agreement.
Should DEALER fail to fulfill each and every condition set forth in
this paragraph during the term of the Agreement and prior to the expiration
thereof, the above offer made by SUZUKI shall be automatically revoked on the
expiration date set forth in Paragraph III without further notice to dealer.
XI. EFFECT OF LEGAL PROCEEDINGS ON SUZUKI'S OFFER TO DEALER
Should a proceeding of any nature be filed with or initiated in any
court or administrative body seeking to prevent or delay SUZUKI from entering
into a Dealer Sales and Service Agreement with DEALER and/or seeking damages
resulting from SUZUKI doing so, SUZUKI shall be under no obligation to enter
into such Agreement during the pendency of such proceeding. Furthermore, if,
as a result of such proceeding, SUZUKI shall be ordered or prevented from
entering into such an Agreement with Dealer, the offer contained in Section X
herein shall be void and SUZUKI shall have no liability to DEALER whatsoever
for any damages which DEALER may incur as a result thereof.
XII. BREACH OF AGREEMENT BY DEALER
Should DEALER fail to comply with and fully and completely carry out
all of the terms and conditions of this Agreement, including those
incorporated by reference, such failure shall constitute a material breach of
this Agreement and SUZUKI shall be under no obligation whatsoever to DEALER
to extend this Agreement in whole or in part, to enter into a regular three
year Dealer Sales and Service Agreement with DEALER or be under any other
obligation or have any liability to DEALER whatsoever.
XIII. ONLY AGREEMENT
Unless expressly referred to and incorporated herein, this Agreement
cancels and supersedes all previous contracts, agreements and understandings
between SUZUKI and DEALER with respect to Suzuki Products, and there are no
promises, representations, understandings or agreements except as stated
herein.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement this
6th day of October, 1997.
AMERICAN SUZUKI MOTOR CORPORATION
Automotive Division
By: /s/ X. Xxxxxx
X. Xxxxxx, President
LITHIA SALMIR, INC., dba Xxxx Xxxxxxxx
Lincoln,
Mercury, Audi, Suzuki, Isuzu
Dealer Entity Name
By:
President
By:
Secretary
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DEALER MINIMUM STANDARD ADDENDUM
Dealer: Xxxxxx X. XxXxxx
Dealer Code: 427063
Firm Name: Lithia Salmir, Inc.
DBA: Xxxx Xxxxxxxx Lincoln, Mercury, Audi, Suzuki, Isuzu
Region: Los Angeles
Sale District: A03
Service District A03
Address: 00 "X" Xxxxxx
Xxxx: Xxxxxx
Xxxxx: Nevada
Zip Code: 89431
MANAGEMENT OFFICE
Business Name: Lithia Salmir, Inc.
Phone: 000-000-0000
Fax Number: 000-000-0000
Address: 7175 South Virginia
City: Reno
State: Nevada
Zip Code: 89610
SOURCE
Credit Institution: U.S. Bank
Phone: 000-000-0000
Credit Line: $1,000,000
Address: 000 Xxxx Xxxxxx
Xxxx: Xxxxxxx
Xxxxx: Oregon
Zip Code: 97501
PERSONNEL
Standard Actual
Sales Manager 1 1
Salesmen 4 8
Service Manager 1 1
Parts Manager 1 1
Technicians 2 2
REQUIREMENTS
Ordered Complete
Advertising Materials X
General Workshop Equipment X
Initial Parts Order X
Initial Accessories Order X
SCAT Plus System X
Special Tool Kit X
Temporary Signage N/A
Signage X
Suzuki Information Center X
Copy of Documents Files With State: Articles of Incorporation
Dealer Entity: Corporation
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LITHIA SALMIR, INC., DBA XXXX XXXXXXXX
LINCOLN, MERCURY, AUDI, SUZUKI, ISUZU
(Dealer)
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx, President
9/25/97
AMERICAN SUZUKI MOTOR CORPORATION
(Automotive Division)
By: /s/ X. Xxxxxx
X. Xxxxxx, President
10/6/97
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FACILITY STANDARDS ADDENDUM
Lithia Salmir, Inc., dba
Xxxx Xxxxxxxx Lincoln Mercury, Audi, Suzuki, Isuzu
Xxxxxx, Xxxxxx 00000
October 6, 1997
Dealer Code: 427063
Main Location and Use: 00 "X" Xxxxxx; Sales, service, parts.
Facility
Showroom, inclusive of Closing Offices:* 3,400
General Office and Customer Lounge:* 375
Parts:* 2,000
Dedicated Suzuki Parts:* 600
Service:* 13,200
Dedicated Suzuki Stalls/Hoists: 3/3
Body Shop:* N/A
Land
New Vehicle Display:* 12,000
New Vehicle Storage:* 6,000
Customer Parking:* 2,000
Service Customer Parking:* 6,000
Used Car Display:* 3,500
Totals
Building: 18,975
Land: 29,500
Total Land and Building: 48,475
* Total Facility.
Facilities Owned by: Dealer Realty Corporation or Similar Entity
Facilities are: Permanent
LITHIA SALMIR, INC., DBA XXXX XXXXXXXX
LINCOLN, MERCURY, AUDI, SUZUKI, ISUZU
(Dealer)
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx, President
9/25/97
AMERICAN SUZUKI MOTOR CORPORATION
(Automotive Division)
By: /s/ X. Xxxxxx
X. Xxxxxx, President
10/6/97
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SUZUKI
AGREEMENT FOR SATELLITE FACILITY
THIS AGREEMENT, effective October 6, 1997, is entered into by and
between AMERICAN SUZUKI MOTOR CORPORATION, Automotive Division, a California
corporation (hereinafter referred to as "SUZUKI"), having its principal place
of business at 0000 Xxxx Xxxxxxxx Xxxxxxx, Xxxx, Xxxxxxxxxx, and LITHIA
SALMIR, INC., a corporation, doing business as XXXX XXXXXXXX LINCOLN,
MERCURY, AUDI, SUZUKI, ISUZU, having its principal place of business at 00
"X" Xxxxxx, Xxxxxx, Xxxxxx 00000 (hereinafter referred to as "DEALER").
WHEREAS, SUZUKI AND DEALER are parties to a Three Year Dealer Sales and
Service Agreement, dated October 6, 1997 whereby DEALER is an authorized
Suzuki dealer and is granted a dealership for Suzuki products; and
WHEREAS, DEALER desires to carry on the business of the above-mentioned
Suzuki dealership, specifically the sale of Suzuki vehicles, at more than one
location; and
WHEREAS, DEALER in furtherance of said desire to operate a sales
operation at a location in addition to its primary facility desires to
establish a sales-only satellite facility at a location approved by SUZUKI;
and
WHEREAS, DEALER has advised SUZUKI of such intention to establish a
sales-only satellite facility and SUZUKI has relied on the representations of
DEALER that he will establish and maintain a sales-only satellite facility to
the satisfaction of SUZUKI as set forth herein below incorporated herein as
if fully set forth.
THEREFORE, based on the foregoing facts, in consideration of the mutual
promises and other valuable consideration, the receipt of which is hereby
acknowledged, and subject tot he terms and conditions set forth herein, the
parties hereto agree as follows:
1. Rights Granted to DEALER
Subject to terms of this Agreement, SUZUKI hereby grants to
DEALER, as a nonexclusive authorized dealer for Suzuki Products, the right to
a. Establish a sales-only satellite facility, as approved by
SUZUKI, for the sales and lease of Suzuki Products to the satisfaction of
SUZUKI from the sales-only satellite facility located at 0000 X. Xxxxxxxx
Xxxxxx, Xxxx, Xxxxxx 00000;
b. Identify itself as an authorized Suzuki Dealer at said
location by utilizing and maintaining Suzuki-approved signage conforming to
the requirements established by SUZUKI; and
c. Use the name "Suzuki" and the Suzuki trademarks in the
advertising, promotion, sales and leasing of Suzuki Products from said
sales-only satellite facility.
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2. Responsibilities Accepted by DEALER
a. DEALER agrees to establish and maintain a sales-only
satellite facility as states in Paragraph 1 a), to the satisfaction of SUZUKI
as set forth herein, and in accordance with the Satellite Facility Standards
Addendum attached hereto, which by this reference is incorporated as if fully
set forth. DEALER shall not establish or conduct any sales activities,
including the display, sale or lease of Suzuki Products, at any location or
facility other than its primary facility and the above-mentioned sales-only
satellite facility as approved by SUZUKI. DEALER shall obtain prior written
approval from SUZUKI should DEALER desire to change the location of this
sales-only satellite facility. Failure to obtain such prior written approval
shall constitute grounds for termination of this Agreement.
b. DEALER agrees to, and shall, comply with all applicable
state and local laws and regulations with respect to the establishment and
operation of said sales-only satellite facility, including but not limited to
obtaining a separate license for such facility as well as all approvals
required by state and/or local law and codes.
c. DEALER agrees to sell, lease and promote the Suzuki
Products sold at the said sales-only satellite facility subject to, and in
accordance with, the terms and conditions set forth herein.
d. DEALER agrees to build and maintain public confidence and
respect in DEALER and Suzuki Products by maintaining the highest ethical
standards in advertising, business practices and conduct at such sales-only
satellite facility.
e. DEALER acknowledges, understands and agrees that customer
satisfaction is of utmost importance and that DEALER is responsible for
building and maintaining customer satisfaction. DEALER further acknowledges
and agrees that because a sales-only facility, as contemplated by DEALER,
does not provide all the services that a full sales, parts and service
dealership provides, a customer could be inconvenienced and become
dissatisfied with DEALER and Suzuki Products. Therefore, in light of the
foregoing, if a high level of customer satisfaction is not achieved by the
sales-only satellite facility which is the subject of this Agreement, such
customer dissatisfaction would constitute grounds for termination of this
Agreement, and SUZUKI reserves the right to terminate this Agreement with
respect to the sales-only satellite facility.
f. DEALER understands, acknowledges and agrees that because
the sales-only satellite facility does not provide for repair or other
services with respect to Suzuki-brand vehicles, the customer must be informed
as to the availability of such services. Therefore, before the retail sale
of a Suzuki vehicle is completed, DEALER agrees to, and shall, fully advise
every customer in writing, at the sales-only satellite facility, as to where
the customer can go for service and where the vehicle can and will be
serviced. Furthermore, DEALER shall provide each customer with detailed
written instructions and/or directions for the service drop-off location
before the retail sale of a Suzuki vehicle is completed.
g. DEALER understands and agrees that the permission granted
herein for DEALER to establish and operate a sales-only satellite facility as
described above is conditioned upon and subject to: i) the Dealer sales and
Service Agreement entered into between the parties hereto being in full force
and effect; and ii) DEALER receipt and maintenance of all licenses, permits
and approval required by law therefor. DEALER further understands and agrees
that it shall be his sole responsibility and obligation to obtain such
licenses, permits, and approvals and that SUZUKI shall have no responsibility
in that regard. DEALER shall immediately notify SUZUKI in writing of failure
to obtain or maintain such licenses or renewals thereof. DEALER shall
further notify SUZUKI in writing if any license that DEALER has obtain
pursuant to this paragraph is suspended or revoked, and the date and reason
therefor.
3. Term
This agreement shall come into full force and effect at SUZUKI
headquarters in Brea, California when executed by SUZUKI and shall continue
in full force and effect for so long as the Dealer Sales and Service
Agreement entered into between the parties hereto remains in full force and
effect, except that SUZUKI reserves the right to terminate this Agreement at
SUZUKI's sole option and for any reason upon sixty (60) days notice to DEALER.
4. Signage
DEALER shall erect and maintain in such sales-only satellite
facility authorized sales signs conforming to the requirements established
and approved by SUZUKI. Due to applicable government statutes, ordinances
and regulations, DEALER shall a) pursue and obtain a variance, if necessary,
and b) if, and only if, the Suzuki-authorized signage is not allowed by
ordinance, and DEALER's attempt to obtain a variance fails through no fault
of DEALER, DEALER shall provide an alternate signage proposal acceptable to
SUZUKI. DEALER shall obtain and maintain all licenses and/or permits
necessary to the erection and maintenance of SUZUKI signage.
5. Location
Except for his primary dealership premises, DEALER shall sell and
lease at retail the SUZUKI Products only at the sales-only satellite
facility, or any part of its operation, prior written approval from SUZUKI
must be obtained. Failure to obtain such prior approval shall be a material
breach of this Agreement and shall constitute grounds for termination of this
Agreement.
6. Personnel
DEALER shall at all times employ competent and adequate personnel
including, but not limited to, a sales manager and salespeople, to sell and
lease the Suzuki Products in a manner satisfactory to SUZUKI.
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7. Inventory Responsibility
With respect to the above-described sales-only satellite
facility, DEALER shall maintain at all times an adequate stock of new
undamaged, and marketable Suzuki Products for display, demonstration and sale
at said sales-only satellite facility.
8. Delivery of Vehicles
SUZUKI will only be responsible for delivery of Suzuki-brand
vehicles to DEALER's primary dealership location. DEALER shall be
responsible for transporting vehicles to the sales-only satellite facility.
9. Dealer Directives
DEALER shall at all times comply with SUZUKI's existing and
future directives, bulletins and manuals pertaining to sale of Suzuki
Products form said sales-only satellite facility.
10. Sales
All sales of Suzuki Products to DEALER will be at Dealer Prices
published by SUZUKI in the Dealer Price Lists.
11. Title
Title to Suzuki Products passes to DEALER from SUZUKI only upon
payment in full for the Suzuki Products shipped to DEALER.
12. Advertising Standards
SUZUKI and DEALER recognize the need to maintain at all times the
highest ethical standards in advertising and which evoke an image consistent
with the equality and reputation that SUZUKI and Suzuki Products enjoy in
order to maintain public confidence in, and respect for, DEALER, SUZUKI and
Suzuki Products. Accordingly, DEALER shall not publish, nor cause or permit
to be published, advertising relating to Suzuki Products which is not in
compliance with all federal, state and local laws, ordinances, rules and
regulations or that is likely to mislead or deceive the public or impair
goodwill, good name and reputation of SUZUKI, Suzuki Motor Corporation or
Suzuki Products. If SUZUKI, in its sole judgment, determines that any of
DEALER'S advertising is inappropriate and which may be injurious to SUZUKI's
reputation or to the business of SUZUKI or DEALER, it shall so advise
DEALER. Upon receipt of such notice, DEALER agrees to immediately
discontinue all such appropriate advertising.
13. Termination
a) Written Notice
Either party may terminate this Agreement by giving a sixty (60)
days' written notice of termination to the other party.
b) Termination by SUZUKI
Notwithstanding the foregoing, SUZUKI may terminate this
Agreement with fifteen (15) days' written notice after the occurrence of any
of the following events:
i) DEALER or any of its owners, partners, shareholders,
offices or managers engaging in any practice or conduct or being convicted of
any felony or the violation of any law that, in the opinion of SUZUKI, may
adversely affect the operation or business of the DEALER or be injurious to
the goodwill or reputation of SUZUKI, Suzuki Products or other Suzuki Dealers;
ii) The closure of the sales-only satellite facility for
any reason for a period in excess of seven (7) days;
iii) Any change in the location of the sale-only satellite
facility or any portion of its operation without the prior written consent of
SUZUKI;
iv) Any sale or attempted sale of the sales-only
satellite facility by DEALER;
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v) The insolvency of DEALER, the filing of a voluntary
petition in bankruptcy by DEALER, the filing of an involuntary petition to
have the DEALER declared bankrupt, the appointment of a receive or a trustee
for DEALER, or in the execution by DEALER of an assignment for the benefit of
creditors;
vi) Any bulk sale or the attempted sale of the DEALERSHIP
assets; and/or
vii) The dissolution of the Dealership if the Dealership
is a corporation or a partnership.
14. Termination by Operation of Law
Notwithstanding the provisions above, this Agreement will terminate
automatically and without notice from either party int he event of the
occurrence of any of the following:
a) The failure of DEALER to obtain any license required for
the operation of the sales-only satellite facility in any jurisdiction where
this Agreement is performed; and/or
b) The failure of DEALER to secure or maintain the license or
renewal thereof, or the suspension or revocation of the license, irrespective
of the cause or reason.
15. Insurance
DEALER shall maintain at is own expense adequate insurance against all
types of risk and ability, including without limitation, personal liability
insurance. Such insurance shall be with an accredited and reputable
company. DEALER shall annually furnish SUZUKI with certification for such
insurance with evidence showing that premiums have been paid in full.
16. Expenses
Except as set forth herein, SUZUKI shall not be under any liability
whatsoever for any expenditure made or expense incurred by DEALER with
respect to DEALER's performance of its obligation pursuant to this Agreement.
17. Only Agreement
This Agreement when executed by SUZUKI and DEALER shall supersede and
cancel all other agreements at that time existing between SUZUKI and DEALER
with respect to the sales-only satellite facility which is the subject of
this Agreement.
18. No Assignment
This Agreement, based on mutual trust between DEALER and SUZUKI, may
not be assigned or transferred by DEALER without the prior written consent of
SUZUKI. Any purported assignment without the prior written consent of Suzuki
is null and void.
19. Jurisdiction
This Agreement is entered into in Brea, California. Therefore, it
shall be construed according to the laws of the state of California and shall
be treated in all respects as a California contract. The parties hereby
accept and accede to the jurisdiction and venue of the federal and state
courts in and for Oregon County, California to resolve any and all disputes
arising under this Agreement.
20. Arbitration
All disputes between the parties arising out of or in any way related
to this Agreement or the business relationship between the parties shall be
subject to and resolved by binding arbitration according to the rules and
under the administration of the American Arbitration Association. The site
of the arbitration shall be in any federal judicial district where venue
would be appropriate under federal law, without regard to the amount
allegedly in controversy.
21. Partial Invalidity
If any provision of this Agreement is invalid under or in conflict with
the laws of any jurisdiction where this Agreement is to be performed, such
provision shall be deemed to be deleted and the remaining provisions of this
Agreement shall remain valid and binding.
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22. Waiver
The waiver by either party of any breach or violation or any provision
of this Agreement shall not be deemed to be a waiver by that party of any
subsequent breach or violation of any other provisions herein.
23. Entire Agreement
This Agreement constitutes the entire agreement between the parties
relating to the matters set forth and there is no understanding between the
parties, either oral or written, which is in conflict with this Agreement.
24. Notice
Whenever a notice, demand or other document is required or permitted to
be given by the terms of this Agreement, or any document incorporated by
reference, it shall be deemed sufficiently given if delivered personally or
by prepaid ordinary mail at the addresses set forth for SUZUKI and DEALER on
page one (1) of this Agreement. The addresses set forth may be changed form
time to time by notice in writing. Any notice or other document, if sent by
mail, shall be deemed to have been given to, and received by the party to
whom it was sent as of the date of the mailing.
25. Modification
Any modification or amendment to this Agreement must be executed in the
same manner as the Agreement itself.
26. Attorney's Fees
If SUZUKI sues DEALER for lack of performance, monies due, or for any
other reason under the terms of the Agreement, SUZUKI shall be entitled to
reasonable attorney's fees as determined by a court of competent jurisdiction.
27. Reliance by SUZUKI on Representations of DEALER
DEALER represents and warrants and SUZUKI enters into this Agreement in
reliance thereon that all representations and warranties made by DEALER to
SUZUKI with respect to the sales-only satellite facility which is the subject
of this Agreement are true and correct as of the date of execution of this
Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement this
6th day of October, 1997.
AMERICAN SUZUKI MOTOR CORPORATION
(Automotive Division)
By: /s/ X. Xxxxxx
X. Xxxxxx, President
DEALER
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx, President
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SATELLITE FACILITY STANDARDS ADDENDUM
Lithia Salmir, Inc., dba
Xxxx Xxxxxxxx Lincoln Mercury, Audi, Suzuki, Isuzu
00 "X" Xxxxxx
Xxxxxx, Xxxxxx 00000
October 6, 1997
Dealer Code: 427063
Main Location and Use: 00 "X" Xxxxxx; Sales, service, parts.
Deal with: Lincoln-Mercury, Isuzu, Audit used cars
Satellite Facility Location:7175 Xxxxxxxx Xxxxxx, Xxxx, Xxxxxx 00000
Facility
Distance from Main Location: 7 miles
Facility Showroom: 6,500 sq. ft.
Offices and Customer Lounge:1,575 sq. ft.
New Vehicle Display: 24,000 sq. ft.
New Vehicle Storage: 44,800 sq. ft.
Customer Parking: 2,500 sq. ft.
Used Car Display: 10,000 sq. ft.
Totals
Building: 8,075 sq. ft.
Land: 81,300 sq. ft.
Total Land and Building:89,375 sq. ft.
Satellite Facilities Owned by: Facilities are lease, see section below.
Facilities are: Permanent
LITHIA SALMIR, INC., DBA XXXX XXXXXXXX
LINCOLN, MERCURY, AUDI, SUZUKI, ISUZU
(Dealer)
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx, President
9/25/97
AMERICAN SUZUKI MOTOR CORPORATION
(Automotive Division)
By: /s/ X. Xxxxxx
X. Xxxxxx, President
10/6/97
Date Lease Expires: 10/16/99
Monthly Lease Rate (Net): $30,000 per month
Options and/or Contingencies: 10-year option to renew
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